Business; Registrations. (a) The Company and its Subsidiaries have at all times since their respective formations been engaged solely in the business of providing Investment Management Services.
(b) The Company has at all times as required by applicable Law been duly registered as an investment adviser under the Advisers Act. Each of the Company is duly registered, licensed and qualified as an investment adviser in all jurisdictions where such registration, licensing or qualification is required in order to conduct the material aspects of its business. The Company has delivered or made available, to the extent not publically available, to the Buyer true and complete copies of its most recent Form ADV, as amended to date, and all of their other foreign and domestic registration forms, likewise as amended to date. The information contained in such forms was true and complete in all material respects at the time of filing and the Company has made all amendments to such forms as it is required to make under applicable Laws, as applicable. The Company’s investment adviser representatives (as such term is defined in Rule 203A-3(a) under the Advisers Act) have all material permits, registrations, licenses, franchises, certifications and other approvals (collectively, “Licenses”) required from all Governmental Authorities in order for them to conduct the business presently conducted by the Company and such representatives in the manner presently conducted.
(c) None of the Company, the Sellers or, to the Knowledge of the Company, any other Person “associated” (as defined under the Advisers Act) with the Company, has been convicted of any crime or is or has engaged in any conduct that would be a basis for (i) denial, suspension or revocation of registration of an investment adviser under Section 203(e) of the Advisers Act or Rule 206(4)-4(b) thereunder, or ineligibility to serve as an associated person of an investment adviser, (ii) being ineligible to serve as an investment adviser (or in any other capacity contemplated by the Investment Company Act) to a registered investment company pursuant to Section 9(a) or 9(b) of the Investment Company Act or (iii) being ineligible to serve as a broker-dealer or an associated person of a broker-dealer pursuant to Section 15(b) of the Exchange Act, and to the Knowledge of the Company, there is no proceeding or investigation that is reasonably likely to become the basis for any such ineligibility, disqualification, denial, suspension or revocation.
(d...
Business; Registrations. (a) The Company is engaged solely in the business of providing Investment Management Services and Brokerage Services. The Company does not provide Investment Management Services to: (i) any issuer other than the Private Funds that would be required to register as an investment company (within the meaning of the Investment Company Act) but for the exemptions contained in Section 3(c)(1), the final clause of Section 3(c)(3), Section 3(c)(7) or the third or fourth clauses of Section 3(c)(11) of the Investment Company Act; (ii) any issuer other than the Offshore Funds that is registered under the laws of the appropriate securities regulatory authority in the jurisdiction in which the issuer is domiciled (other than the United States or the states thereof), and is or holds itself out as engaged primarily in the business of investing, reinvesting or trading in securities; or (iii) any issuer other than the Mutual Funds that is required to be registered as an investment company (within the meaning of the Investment Company Act).
(b) The Company is duly registered as an investment adviser under the Advisers Act. The Company is duly registered, licensed and qualified as an investment adviser in all
Business; Registrations. (a) The Company is and has, since its inception, been engaged solely in the business of providing Investment Management Services. The Company does not provide Investment Management Services to (i) any of the Private Funds, or any other issuer that would be an investment company (within the meaning of the Investment Company Act) but for the exemptions contained in Section 3(c)(1), Section 3(c)(7), the final clause of Section 3(c)(3) or the third or fourth clauses of Section 3(c)(11) of the Investment Company Act, (ii) any issuer, registered under the laws of the appropriate securities regulatory authority in the jurisdiction in which the issuer is domiciled (other than the United States or the States thereof), which is or holds itself out as engaged primarily in the business of investing, reinvesting or trading in securities or (iii) any issuer that is an investment company (within the meaning of the Investment Company Act).
(b) The Company is and has, since its inception, been duly registered as an investment adviser under the Advisers Act. The Company is duly registered, licensed and qualified as an investment adviser in all jurisdictions where such registration, licensing or qualification is required in order to conduct its business and where the failure to be so registered, licensed or qualified could have a Material Adverse Effect on the Company. The Company is in compliance with all foreign, federal and state laws requiring registration, licensing or qualification as an investment adviser. The Company has made available to AMG or its representatives, true and complete copies of its most recent Form ADV, as amended to date, and has made available copies of all foreign and state registration forms, likewise as amended to date. The information contained in such forms was true and complete at the time of filing and the Company has made all amendments to such forms as it is required to make under any applicable laws. Neither the
Business; Registrations. (a) Except as disclosed in SCHEDULE 3.21(a) hereto, the Company is and has, since its inception, been engaged solely in the business of providing Investment Management Services. The Company does not provide Investment Management Services to (i) any issuer that is an investment company (within the meaning of the Investment Company Act) other than the one investment company listed in SCHEDULE 3.21(a), (ii) any issuer affiliated with any Seller that would be an investment company (within the meaning of the Investment Company Act) but for the exemptions contained in Section 3(c)(1), Section 3(c)(7), the final clause of Section 3(c)(3) or the third or fourth clauses of Section 3(c)(11) of the Investment Company Act, or (iii) any issuer affiliated with any Seller that is or is required to be registered under the laws of the appropriate securities regulatory authority in the jurisdiction in which the issuer is domiciled (other than the United States or the states thereof), which is or holds itself out as engaged primarily in the business of investing, reinvesting or trading in securities.
(b) The Company is and has, since September 3, 1982, been duly registered as an investment adviser under the Advisers Act. The Company is duly registered, licensed and qualified as an investment adviser in all jurisdictions where such registration, licensing or qualification is required in order to conduct its business and where the failure to be so registered, licensed or qualified could reasonably be expected to have a Material Adverse Effect on the Company. The Company is in compliance with all foreign, federal and state laws requiring registration, licensing or qualification as an investment adviser and has currently effective notice filings in each of the jurisdictions listed in SCHEDULE 3.21(b). The Company has delivered to the Buyer, true and complete copies of its most recent Form ADV, as amended to date, and has made available copies of all foreign and state registration forms, likewise as amended to date. The information contained in such forms was true and complete at the time of filing and the Company has made all amendments to such forms as it is required to make under any applicable laws. The information contained in the Company's most recent Form ADV, as amended to date, is true and complete as of the date hereof. Neither the Company nor, to each Seller's knowledge, any person "associated" (as defined under the Advisers Act) with the Company, has been convicted of...
Business; Registrations. (a) WCM is registered as an investment adviser under the Investment Advisers Act. WCM has not received any written notice that WCM’s registration as an investment adviser is, is to be, or will be restricted or terminated. WCM does not provide Investment Management Services to any Persons other than the Sponsored Funds and each Subadvised Fund.
(b) WCM has not at any time since its inception been engaged in any business other than providing Investment Management Services and related activities. No Person other than a full-time employee of WCM renders Investment Management Services to or on behalf of Clients or solicits Clients (or investors therein) with respect to the provision of Investment Management Services by WCM.
(c) WCM has at all times required by applicable laws since its inception been duly registered as an investment adviser under the Investment Advisers Act. WCM is duly registered, licensed and qualified as an investment adviser in all jurisdictions where such registration, licensing or qualification is required in order to conduct its business as currently conducted, except for where the failure to be so registered, licensed or qualified is not material to the Business.
(d) WCM has made available to Buyer true and correct copies of each of WCM’s most recent Form ADV, as amended to date, and all of its other foreign and domestic registration forms, likewise as amended to date. The information contained in such forms was true and correct in all material respects as of the time of filing and as of the date of this Agreement, and WCM has made all amendments to such forms as it is required to make under all applicable laws. None of WCM’s personnel is, or is required to be, licensed as an investment adviser representatives (as such term is defined in Rule 203A-3(a) under the Investment Advisers Act).
(e) Neither WCM, nor any of its Affiliates is required, or has been required, to register as a “commodity pool operator” or “commodity trading advisor” within the meaning of the Commodity Exchange Act, or been required to register in any other capacity with the Commodity Futures Trading Commission or the National Futures Association or a trust company. To the extent required, WCM has duly and timely filed all notices and other documentation required to permit WCM to rely on exclusions or exemptions under the Commodity Exchange Act, the regulations thereunder, or the rules of the National Futures Association.
(f) Neither WCM nor any of its Affiliates is ...
Business; Registrations. (a) Neither Buyer nor any "affiliated person" (as defined in the Investment Company Act) thereof is ineligible pursuant to Section 9(a) or 9(b) of the Investment Company Act to serve as an investment adviser (or in any other capacity contemplated by the Investment Company Act) to a registered investment company. Neither Buyer nor any "associated person" (as defined in the Advisers Act) thereof is ineligible pursuant to Section 203 of the Advisers Act to serve as an investment adviser or as an associated person to a registered investment adviser. Neither Buyer nor any "associated person" (as defined in the Advisers Act) has been convicted of any crime or has engaged in any conduct that would require disclosure under Rule 206(4)-4(a)(2) under the Advisers Act or under applicable state law. Neither Buyer nor any "associated person" (as defined in the Exchange Act) thereof is ineligible pursuant to Section 15(b) of the Exchange Act to serve as a broker-dealer or as an associated person to a registered broker-dealer.
(b) Except as set forth on the Disclosure Schedule, Buyer has all Licenses that are required in order to permit it to carry on its business as presently conducted and the absence of which would, individually or in the aggregate, have a Material Adverse Effect on Buyer; such Licenses are in full force and effect, except where the failure to be in full force and effect would not have a Material Adverse Effect on the Buyer.
(c) As of their respective dates, the Regulatory Documents of Buyer and its Affiliates complied with the requirements of the Securities Laws applicable to such Regulatory Documents, and none of such Regulatory Documents, as of their respective dates or as of such other dates as so required under the Securities Laws, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.
Business; Registrations. (a) Company has at all times since its inception been engaged solely in the business of providing financial planning, investment advisory, investment management and related services.
(b) Company is duly registered as an investment adviser under the Advisers Act. Company is duly registered, licensed and qualified as an investment adviser in all jurisdictions where such registration, licensing, qualification or notification is required in order to conduct its business. Company has delivered to Buyer true and complete copies of its most recent Form ADV, as amended to date, and all other applicable foreign and domestic registration forms, likewise as amended to date. The information contained in such forms was true and complete in all material respects at the time of filing and Company has made all amendments to such forms as it is required to make under applicable Laws. Company certifies that it has duly submitted its (a) annual updating amendment for 2015 via the Investment Adviser Registration Depository. Company and each of its investment adviser representatives (as such term is defined in Rule 203A‑3(a) under the Advisers Act) have, and after giving effect to the Closing each of its investment adviser representatives will have, all permits, registrations, licenses, franchises, certifications and other approvals (collectively, “Licenses”) required from foreign, federal, state or local authorities in order for them to conduct the businesses presently conducted by Company and such representatives in the manner presently conducted and proposed to be conducted, provided that Buyer makes any required regulatory filings following the Closing Date. Company is not a “commodity pool operator” or “commodity trading adviser” within the meaning of the Commodity Exchange Act, or a trust company.
(c) No person who is not a full-time employee of Company renders investment education or investment management services to or on behalf of clients of Company or solicits clients with respect to the provision of investment advice or investment management services by Company.
(d) Company is not a “broker” or “dealer” within the meaning of the Exchange Act.
(e) Neither Company nor any person “associated” (as defined under both the Investment Company Act and the Advisers Act) with Company has been convicted of any crime or is or has engaged in any conduct that would be a basis for (i) denial, suspension or revocation of registration of an investment adviser under Section 203(e) of ...
Business; Registrations. Licensor acknowledges and agrees that each of Licensee and its Authorized Subsidiaries may seek a business registration in the Territory under the Companies Xxx 0000 using the Company Name, and that such registration(s) and any related permits, registrations and approvals will not require the prior approval of Licensor and shall not be deemed a breach hereof. The Licensor further undertakes to issue no objection letters in favour of the Licensee and its Authorized Subsidiaries for use of the Company Name in relation to such business registrations.
Business; Registrations. (a) True, correct, and complete copies of all investment advisory agreements, fiduciary, and other services agreements pertaining to each of the Client Accounts existing as of the date of this Agreement (the “Client Contracts”) have been made available to Buyer and are (and shall be, as of the Closing Date) in full force and effect.
(b) True, correct, and complete copies of all current investment policies and restrictions pertaining to each of the Client Accounts have been made available to Buyer. Each of the Investments owned by any of the Client Accounts has, to the Knowledge of HTC, materially (i) been made in accordance with the investment policies and restrictions of the Client Account holding the Investment in effect at the time the investment was made, and (ii) been held in accordance with such investment policies and restrictions, to the extent applicable and in effect at the time during which the Client Account held such Investment.
Business; Registrations. Section 2.17(a) of the Disclosure Schedule sets forth a true, correct and complete list of all Intellectual Property Registrations that are registered or filed in the name of Transferor (to the extent used or useful in or related to the Business) or any Acquired Company, alone or jointly with others (the “Business Registrations”) in each case, enumerating specifically the applicable filing or registration number, title, jurisdiction in which filing was made or from which registration issued, date of filing, date of issuance, and names of all current applicant(s) and registered owner(s), as applicable. All assignments of such Business Registrations to Transferor or any Acquired Company have been properly executed and recorded. All Business Registrations are valid and enforceable and (to the extent such Business Registrations are used or useful in or related to the Business) all issuance, renewal, maintenance and other payments that are or will become due with respect thereto within ninety (90) days after the Closing Date have been paid by or on behalf of Transferor or any Acquired Company.
