Common use of Additional Compliance Representations Clause in Contracts

Additional Compliance Representations. (a) No petition under the federal bankruptcy laws or any state insolvency law has been filed by or against, or a receiver, fiscal agent or similar officer appointed by a court for the business or property of, (i) any Seller, or either Company, (ii) any partnership in which any Seller or either Company was a general partner at or within two years before the Closing Date, or (iii) any corporation or business association of which either Rooney or Xxxxxx was an executive officer at or within two years before the Closing Date. (b) No Seller, within the last five (5) years, nor either Company has been convicted in a criminal proceeding (excluding traffic violations and other immaterial or minor offenses), no Seller nor either Company is a named subject of a pending criminal proceeding and, to the Sellers Knowledge, no Seller nor either Company is a named subject or target of a pending criminal investigation. (c) No Seller nor either Company has been the subject of any Governmental Order not subsequently reversed, suspended or vacated, permanently or temporarily enjoining such Seller or such Company from, or otherwise limiting such Seller’s or such Company’s involvement or right to engage in, any of the following activities: (i) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other Person regulated by the Commodity Futures Trading Commission, or as an associated Person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated Person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity; (ii) engaging in any type of business practice; or (iii) engaging in any activity in connection with the purchase or sale of any security or commodity, or in connection with any violation of federal or state securities laws or federal commodities laws. (d) No Seller nor either Company has been found by a Governmental Authority in a civil action or by the Securities and Exchange Commission (“SEC”) to have violated any securities Law, which judgment in such civil action or finding by the SEC has not been subsequently reversed, suspended or vacated. (e) No Seller nor either Company has been found by a Governmental Authority in a civil action or by the Commodities Futures Trading Commission to have violated any federal commodities law, which judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated. (f) No Seller nor either Company has been involved in any of the following matters: (a) making any unlawful political contribution; (b) the disbursement or receipt of funds of either Company outside the normal system of accountability; (c) unlawful payments, whether direct or indirect, to or from foreign or domestic governments, officials, employees or agents for purposes other than the satisfaction of lawful obligations, or any transaction which has as its intended effect the transfer of assets of any Seller or either Company for the purpose of effecting such payment; (d) the intentionally improper or inaccurate recording of payments and receipts on the books of either Company; or (e) any other matters of a similar nature involving unlawful or noncompliant disbursements of assets of either Company.

Additional Compliance Representations. (a) No petition under the federal bankruptcy laws Laws or any state insolvency law Law has been filed by or against, or a receiver, fiscal agent or similar officer appointed by a court for the business or property of, (i) any Sellerthe Company, or either Company, (ii) any partnership in which any Seller or either the Company was a general partner at or within two years before the Closing Date, or (iii) any corporation or business association date of which either Rooney or Xxxxxx was an executive officer at or within two years before the Closing Datethis Agreement. (b) No SellerThe Company, within the last five (5) years, nor either Company has not been convicted in a criminal proceeding (excluding traffic violations and other immaterial or minor offenses), no Seller nor either Company is a named subject of a pending criminal proceeding andnor, to the Sellers Sellers’ Knowledge, no Seller nor either is the Company is named a named subject or target of a pending criminal proceeding or investigation. (c) No Seller nor either The Company has not been the subject of any Governmental Order order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining such Seller or such the Company from, or otherwise limiting such Seller’s or such the Company’s involvement or right to engage in, any of the following activities: (i) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other Person regulated by the Commodity Futures Trading Commission, or as an associated Person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated Person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity; (ii) engaging in any type of business practice; or (iii) engaging in any activity in connection with the purchase or sale of any security or commodity, or in connection with any violation of federal or state securities laws Laws or federal commodities lawsLaws. (d) No Seller nor either The Company has not been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than sixty (60) days the Company’s right to engage in any activity described in subparagraph (c) above, or to be associated with Persons engaged in any such activity. (e) The Company has not been found by a Governmental Authority court of competent jurisdiction in a civil action or by the Securities and Exchange Commission (“SEC”) to have violated any federal or state securities Law, which and the judgment in such civil action or finding by the SEC has not been subsequently reversed, suspended or vacated. (ef) No Seller nor either The Company has not been found by a Governmental Authority court of competent jurisdiction in a civil action or by the Commodities Futures Trading Commission to have violated any federal commodities lawLaw, which and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated. (fg) No Seller nor either The Company has not been involved in any of the following matters: (a) making any unlawful political contributioncontributions that would be illegal under any Law; (b) the disbursement or receipt of funds of either the Company outside the normal system of accountability; (c) unlawful payments, whether direct or indirect, to or from foreign or domestic governments, officials, employees or agents for purposes other than the satisfaction of lawful obligations, or any transaction which has as its intended effect the transfer of assets of any Seller or either the Company for the purpose of effecting such payment; (d) the intentionally improper or inaccurate recording of payments and receipts on the books of either the Company; or (e) any other matters of a similar nature involving unlawful or noncompliant disbursements of assets of either the Company.

Additional Compliance Representations. (a) No petition under the federal bankruptcy laws or any state insolvency law has been filed by or against, or a receiver, fiscal agent or similar officer appointed by a court for the business or property of, (i) any Seller, Seller or either the Company, (ii) any partnership in which any Seller or either the Company was a general partner at or within two years before the Closing Date, or (iii) any corporation or business association of which either Rooney or Xxxxxx any Seller was an executive officer at or within two years before the Closing Date. (b) No Seller, within the last five (5) years, nor either the Company has been convicted in a criminal proceeding (excluding traffic violations and other immaterial or minor offenses), no Seller nor either the Company is a named subject of a pending criminal proceeding proceeding, and, to the Sellers Sellers’ Knowledge, no Seller nor either the Company is a named subject or target of a pending criminal proceeding or investigation. (c) No Seller nor either the Company has been the subject of any Governmental Order not subsequently reversed, suspended or vacated, permanently or temporarily enjoining such Seller or such the Company from, or otherwise limiting such Seller’s or such the Company’s involvement or right to engage in, any of the following activities: (i) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other Person regulated by the Commodity Futures Trading Commission, or as an associated Person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated Person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity; (ii) engaging in any type of business practice; or (iii) engaging in any activity in connection with the purchase or sale of any security or commodity, or in connection with any violation of federal or state securities laws or federal commodities laws. (d) No Seller nor either the Company has been found by a Governmental Authority in a civil action or by the Securities and Exchange Commission (“SEC”) to have violated any securities Law, which judgment in such civil action or finding by the SEC has not been subsequently reversed, suspended or vacated. (e) No Seller nor either Company has been found by a Governmental Authority in a civil action or by the Commodities Futures Trading Commission to have violated any federal commodities lawCompany, which judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated. (f) No Seller nor either Company has been involved in any of the following matters: (a) making any unlawful political contributioncontribution that is or would be illegal under any Law; (b) the disbursement or receipt of funds of either the Company outside the normal system of accountability; (c) unlawful payments, whether direct or indirect, to or from foreign or domestic governments, officials, employees or agents for purposes other than the satisfaction of lawful obligations, or any transaction which has as its intended effect the transfer of assets of any Seller or either the Company for the purpose of effecting such payment; or (d) the intentionally improper or inaccurate recording of payments and receipts on the books of either Company; or (e) any other matters of a similar nature involving unlawful or noncompliant disbursements of assets of either the Company.

Additional Compliance Representations. (a) No petition under the United States federal bankruptcy laws Laws or any other bankruptcy or insolvency Law (including any state insolvency law Law) has been filed by or against, or a nor has any receiver, fiscal agent or similar officer appointed by a court for the business or property of, (i) any Seller, or either Company, (ii) any Owner, (iii) any partnership in which any Seller or either Company was a general partner at or within two (2) years before the Closing Date, Date or (iiiiv) any corporation or business association of which either Rooney any executive officer, director, member, manager or Xxxxxx shareholder of a Company was an executive officer at or within two (2) years before the Closing Date. (b) No SellerNeither any Company nor Xxxxxx or Xxxxxxx, nor, to the knowledge of Sellers, any of their respective officers, shareholders, members, managers or directors, within the last five (5) years, nor either Company has been convicted in a criminal proceeding (excluding traffic violations and other immaterial or minor offenses), no Seller nor either Company ) or to Sellers’ knowledge is a named subject of a pending criminal proceeding and, to the Sellers Knowledge, no Seller nor either Company is or has been a named subject or target of a pending criminal proceeding or investigation. (c) No Seller Except as set forth on Schedule 2.15.4, neither any Company nor either Company Xxxxxx or Xxxxxxx has been the subject of any Governmental Order not subsequently reversed, suspended or vacated, permanently or temporarily enjoining such Seller or Company and/or such Company Owner from, or otherwise limiting the Company’s and/or such Seller’s or such CompanyOwner’s involvement or right to engage in, any of the following activities: (i) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other Person regulated by the Commodity Futures Trading Commission, Commission or as an associated Person of any of the foregoing, or as an investment adviseradvisor, underwriter, broker or dealer in securities, or as an affiliated Person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;; or (ii) engaging in any type of business practice; or (iii) engaging in any activity in connection with the purchase or sale of any security or commodity, or in connection with any violation of federal or state securities laws Laws or federal commodities lawsLaws. (d) No Seller Except as set forth on Schedule 2.15.4, within the ten (10) years prior to the date hereof, neither any Company nor either Company Xxxxxx or Xxxxxxx, nor any of their respective executive officers, shareholders, members, managers or directors has been found by a Governmental Authority in a civil action or by the Securities and Exchange Commission (“SEC”) to have violated any securities Law, which where the judgment in such civil action or finding by the SEC has not been subsequently reversed, suspended or vacated. (e) No Seller Except as set forth on Schedule 2.15.4, neither any Company nor either Company has been found by Xxxxxx or Xxxxxxx, nor any of their respective executive officers, shareholders, members, managers or directors is the subject of, or a party to, any judicial or administrative order, judgment, decree or finding of a Governmental Authority not subsequently reversed, suspended or vacated relating to an alleged violation of (i) any securities or commodities Law or regulation, (ii) any Law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order or (iii) any Law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity. (f) Neither any Company nor Xxxxxx or Xxxxxxx has been the subject of, or a civil action party to, any sanction or by the Commodities Futures Trading Commission to have violated any federal commodities laworder, which judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any “registered entity” (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its shareholders, members, managers or directors or Persons associated with a shareholder, member, manager or director. (fg) No Seller Neither any Company, any Owner nor either Company any of their respective executive officers, shareholders, members, managers or directors has been involved involved, directly or indirectly, in any of the following matters: (ai) making any unlawful political contributioncontribution that is or would be illegal under any Law; (bii) the disbursement or receipt of funds of either a Company outside the normal system of accountability; (ciii) unlawful payments, whether direct or indirect, to or from foreign or domestic governments, officials, employees or agents for purposes other than the satisfaction of lawful obligations, or any transaction which has as its intended effect the transfer of assets of any Seller or either Company and/or any Owner for the purpose of effecting such payment; (div) the intentionally improper or inaccurate recording of payments and receipts on the books of either any Company; or (ev) any other matters of a similar nature involving unlawful or noncompliant disbursements of assets of either Companyany Company and/or any Owner.

Additional Compliance Representations. (a) No petition under the federal bankruptcy laws or any state insolvency law has been filed by or against, or a receiver, fiscal agent or similar officer appointed by a court for the business or property of, (i) any the Seller, or either the Company, (ii) any partnership in which any Seller the Seller, or either the Company was a general partner at or within two years before the Closing Datedate of this Agreement, or (iii) any corporation or business association of which either Rooney or Xxxxxx the Seller was an executive officer at or within two years before the Closing Datedate of this Agreement. (b) No Neither the Seller, within the last five (5) years, nor either the Company has been convicted in a criminal proceeding (excluding traffic violations and other immaterial or minor offenses), no ) nor is the Seller nor either or the Company is a named subject of a pending criminal proceeding and, to the Sellers Knowledge, no Seller nor either Company is a named subject or target of a pending criminal proceeding or investigation. (c) No Neither the Seller nor either the Company has been the subject of any Governmental Order order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining such the Seller or such the Company from, or otherwise limiting such the Seller’s or such the Company’s involvement or right to engage in, any of the following activities: (i) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other Person regulated by the Commodity Futures Trading Commission, or as an associated Person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated Person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity; (ii) engaging in any type of business practice; or (iii) engaging in any activity in connection with the purchase or sale of any security or commodity, or in connection with any violation of federal or state securities laws or federal commodities laws. (d) No Neither the Seller nor either the Company has been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than sixty (60) days the Seller’s or the Company’s right to engage in any activity described in subparagraph (c) above, or to be associated with Persons engaged in any such activity. (e) Neither the Seller nor the Company has been found by a Governmental Authority court of competent jurisdiction in a civil action or by the Securities and Exchange Commission (“SEC”) to have violated any federal or state securities Lawlaw, which and the judgment in such civil action or finding by the SEC has not been subsequently reversed, suspended or vacated. (ef) No Neither the Seller nor either the Company has been found by a Governmental Authority court of competent jurisdiction in a civil action or by the Commodities Futures Trading Commission to have violated any federal commodities law, which and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated. (fg) No Neither the Seller nor either the Company has been involved in any of the following matters: (a) making any unlawful political contributioncontributions that would be illegal under any law; (b) the disbursement or receipt of funds of either the Company outside the normal system of accountability; (c) unlawful payments, whether direct or indirect, to or from foreign or domestic governments, officials, employees or agents for purposes other than the satisfaction of lawful obligations, or any transaction which has as its intended effect the transfer of assets of any Seller the Seller, or either the Company for the purpose of effecting such payment; (d) the intentionally improper or inaccurate recording of payments and receipts on the books of either the Company; or (e) any other matters of a similar nature involving unlawful or noncompliant disbursements of assets of either the Company.

Additional Compliance Representations. (a) No petition under the United States federal bankruptcy laws Laws or any state insolvency law Law has been filed by or against, or a nor has any receiver, fiscal agent or similar officer appointed by a court for the business or property of, (i) any Seller, or either the Company, (ii) the Seller Owner, (iii) any partnership in which any the Company or the Seller or either Company Owner was a general partner at or within two (2) years before the Closing Date, or (iiiiv) any corporation or business association of which either Rooney any officer, director, or Xxxxxx shareholder of the Company was an executive officer at or within two (2) years before the Closing Date. (b) No SellerNone of the Company, any officers, shareholders or directors of the Company, nor the Seller Owner, (i) is subject to a “Bad Actors” disqualification under Rule 506(d) under the 1933 Act or (ii) within the last five (5) years, nor either Company has been convicted in a criminal proceeding (excluding traffic violations and other immaterial or minor offenses), no Seller nor either Company ) or is a named subject of a pending criminal proceeding and, to the Sellers Knowledge, no Seller nor either Company is or has been a named subject or target of a pending criminal proceeding or investigation. (c) No Neither the Company nor Seller nor either Company Owner has been the subject of any Governmental Order not subsequently reversed, suspended or vacated, permanently or temporarily enjoining such the Company or the Seller or such Company Owner from, or otherwise limiting such Sellerany of the Company’s or such Companythe Seller Owner’s involvement or right to engage in, any of the following activities: (i) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other Person regulated by the Commodity Futures Trading Commission, or as an associated Person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated Person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity; (ii) engaging in any type of business practice; or (iiiii) engaging in any activity in connection with the purchase or sale of any security or commodity, or in connection with any violation of federal or state securities laws Laws or federal commodities lawsLaws or the securities Laws of any other applicable jurisdiction. (d) No Neither the Company nor Seller Owner has been the subject of any exclusion or suspension, whether permanent or temporary, from participation in any governmental program, including, but not limited to, exclusion from Federally funded health care programs. (e) None of the Company, any officers, shareholders, or directors of the Company, nor either Company Seller Owner has been found by a Governmental Authority in a civil action or by the Securities and Exchange Commission (“SEC”) or any other applicable securities regulatory authority to have violated any securities Law, which where the judgment in such civil action or finding by the SEC has not been subsequently reversed, suspended or vacated. (e) No Seller nor either Company has been found by a Governmental Authority in a civil action or by the Commodities Futures Trading Commission to have violated any federal commodities law, which judgment in such civil action or finding by the Commodity Futures Trading Commission other applicable securities regulatory authority has not been subsequently reversed, suspended or vacated. (f) No None of the Company, any officers, shareholders, or directors of the Company, nor Seller Owner is the subject of, or a party to, any judicial or administrative order, judgment, decree or finding of a Governmental Authority not subsequently reversed, suspended or vacated relating to an alleged violation of (i) any securities or commodities Law or regulation, (ii) any Law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order or (iii) any Law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity. (g) Neither the Company nor either Company Seller Owner has been involved the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any “registered entity” (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its shareholders, directors, officers or Persons associated with a shareholder, director or officer. (h) None of the Company, any officers, shareholders, or directors of the Company, nor Seller Owner has been involved, directly or indirectly, in any of the following matters: (ai) making any unlawful political contributioncontribution that is or was illegal under any applicable Law; (bii) the disbursement or receipt of funds of either the Company outside the normal system of accountability; (ciii) unlawful payments, whether direct or indirect, to or from foreign or domestic governments, officials, employees or agents Governmental Authorities for purposes other than the satisfaction of lawful obligations, or any transaction which has as its intended effect the transfer of assets of any the Company or Seller or either Company Owner for the purpose of effecting such payment; (div) the intentionally improper or inaccurate recording of payments and receipts on the books of either the Company; or (ev) any other matters of a similar nature involving unlawful or noncompliant disbursements of assets of either the Company.