Common use of Compliance with Law; Customer Complaints Clause in Contracts

Compliance with Law; Customer Complaints. (a) The businesses of the Purchaser Companies are, and since May 31, 1995 have been, conducted in compliance in all material respects with all applicable laws, rules, regulations, court or administrative orders and processes and rules, directives and orders of regulatory and self-regulatory agencies and bodies (including, without limitation, the 1934 Act, the Investment Advisers Act of 1940, as amended, and any laws, rules, regulations, orders and directives that relate to broker-dealer regulation, consumer protection, products and services, proprietary rights, anti-competitive practices, collective bargaining, ERISA, equal opportunity and improper payments), except as would not reasonably be expected, singly or in the aggregate, to be materially adverse to the business, assets, prospects or financial condition of the Purchaser Companies, taken as a whole. Except as set forth in Schedule 4.13(a), the Purchaser Companies (i) are not, and since May 31, 1995 have not been, in violation of, or not in compliance with, in any material respect, any such applicable law, rule, regulation, order, directive or process with respect to the conduct of their respective businesses, and (ii) have not received any notice from any governmental authority or regulatory or self-regulatory agency or body, and to the Purchaser's Knowledge none is threatened, alleging that any of the Purchaser Companies is violating or has, since May 31, 1995, violated, or is not complying or has not, since May 31, 1995, complied with, any of the foregoing the effect of which, individually or in the aggregate with other such violations and non-compliance, would reasonably be expected to be materially adverse to the business, assets, prospects or financial condition of the Purchaser Companies, taken as a whole. (b) Customer complaints reportable on Form U-4 or otherwise which have been made against any of the Purchaser Companies or any of their registered representatives since May 31, 1995 are set forth in Schedule 4.13(b) and copies of each such complaint have been furnished or made available to the Selling Parties. Such complaints which are pending as of the date of this Agreement are appropriately noted on Schedule 4.13(b). The balance sheet included in Purchaser's financial statements as of December 31, 2000 (the "Purchaser Balance Sheet") contains adequate reserves to the extent required by GAAP for the costs (including costs of settlement, judgments and attorneys' fees and expenses) to be incurred by the Purchaser Companies in connection with all customer complaints pending as of its date. Except as disclosed in Schedule 4.13(b), none of such complaints which have been disposed of as of the date hereof requires any payment or other action to be made by any of the Purchaser Companies after the date of this Agreement in excess of $50,000 with respect to any single claim.

Compliance with Law; Customer Complaints. (a) The businesses of the Purchaser Ladenburg Companies are, and since May 31, 1995 have been, conducted in compliance in all material respects with all applicable laws, rules, regulations, court or administrative orders and processes and rules, directives and orders of regulatory and self-regulatory agencies and bodies (including, without limitation, the Securities Exchange Act of 1934, as amended (the "1934 Act"), the Investment Advisers Act of 1940, as amended, and any laws, rules, regulations, orders and directives that relate to broker-dealer regulation, consumer protection, products and services, proprietary rights, anti-competitive practices, collective bargaining, ERISA, equal opportunity and improper payments), except as would not reasonably be expected, singly or in the aggregate, to be materially adverse to the business, assets, prospects or financial condition of the Purchaser Ladenburg Companies, taken as a whole. Except as set forth in Schedule 4.13(a3.5(a), the Purchaser Ladenburg Companies (i) are not, and since May 31, 1995 have not been, in violation of, or not in compliance with, in any material respect, any such applicable law, rule, regulation, order, directive or process with respect to the conduct of their respective businesses, and (ii) have not received any notice from any governmental authority or regulatory or self-regulatory agency or body, and to the Purchaser's Selling Parties' Knowledge none is threatened, alleging that any of the Purchaser Ladenburg Companies is violating or has, since May 31, 1995, violated, or is not complying or has not, since May 31, 1995, complied with, any of the foregoing the effect of which, individually or in the aggregate with other such violations and non-compliance, would reasonably be expected to be materially adverse to the business, assets, prospects or financial condition of the Purchaser Ladenburg Companies, taken as a whole. (b) Customer complaints reportable on Form U-4 or otherwise which have been made against any of the Purchaser Ladenburg Companies or any of their registered representatives since May 31, 1995 are set forth in Schedule 4.13(b3.5(b) and copies of each such complaint have been furnished or made available to the Selling PartiesPurchaser. Such complaints which are pending as of the date of this Agreement are appropriately noted on Schedule 4.13(b3.5(b). The balance sheet included Signing Balance Sheet (as defined in Purchaser's financial statements as of December 31, 2000 (the "Purchaser Balance Sheet"Section 3.6) contains adequate reserves to the extent required by GAAP for the costs (including costs of settlement, judgments and attorneys' fees and expenses) to be incurred by the Purchaser Ladenburg Companies in connection with all customer complaints pending as of its date. Except as disclosed in Schedule 4.13(b3.5(b), none of such complaints which have been disposed of as of the date hereof requires any payment or other action to be made by any of the Purchaser Ladenburg Companies after the date of this Agreement in excess of $50,000 with respect to any single claim.

Compliance with Law; Customer Complaints. (a) The businesses of Holding, BD1 and the Purchaser Companies areOther Holding Subsidiaries (collectively, the "Holding Companies") have at all times been conducted, and since May 31are now being conducted, 1995 have been, conducted in compliance in all material respects with all applicable laws, rules, regulations, regulations and court or administrative orders and processes and rules, directives and orders of regulatory and self-regulatory agencies and bodies (including, without limitation, the 1934 Act, the Investment Advisers Act of 1940, as amended, and any laws, rules, regulations, regulations and court or administrative orders and directives that relate to broker-dealer regulationregulation (including registration and licensing in all jurisdictions where any of the Holding Companies engages in the investment advisory activities or the sale of securities), consumer protection, health and safety, products and services, proprietary rights, anti-anti- competitive practices, collective bargaining, ERISA, equal opportunity opportunity, other aspects of labor or employment law (including sexual harassment) improper payments and improper paymentsenvironmental regulation), except as where noncompliance would not reasonably be expected, singly or in the aggregate, expected to be materially adverse to the business, assets, prospects or financial condition of the Purchaser Companies, taken as have a wholeBD1 Material Adverse Effect. Except as set forth in Schedule 4.13(a4.4(a), the Purchaser Holding Companies and their officers, directors and employees (i) *are not, and since May 31, 1995 have not beenduring the past six years were not, in violation of, or not in compliance with, in any material respect, any such applicable law, rule, regulation, order, directive order or process with respect to the conduct of their respective businesses, ; and (ii) have not received any notice from any governmental authority or regulatory or self-regulatory agency or body, and to the Purchaser's Knowledge none is threatened, alleging that any of the Purchaser Holding Companies is violating or has, since May 31, 1995, has violated, or is not complying or has not, since May 31, 1995, complied with, any of the foregoing and, to the effect best of whichthe knowledge of each of Holding and BD1, individually none is threatened (and *no factual circumstances involving such violation or in the aggregate with other failure to comply are being examined or investigated), except, case of either (i) or (ii), where such violations and non-compliance, would not reasonably be expected to be materially adverse to the business, assets, prospects or financial condition of the Purchaser Companies, taken as have a wholeBD1 Material Adverse Effect. (b) Customer All customer complaints reportable on Form U-4 or otherwise pursuant to 95-81 which have been made against any of the Purchaser Holding Companies or any of their registered representatives in writing since May October 1, 1995, or which have been communicated orally, but not in writing, since August 31, 1995 1998, have been reported in accordance with 95-81, all such complaints made prior to the close of business on November 2, 1998 are set forth in Schedule 4.13(b) 4.4(b), and copies of each such complaint have been furnished or made available to the Selling BD2 Parties. Such complaints which are pending as of the date of this Agreement are appropriately noted on Schedule 4.13(b4.4(b). The balance sheet included in Purchaser's financial statements as of December 31, 2000 (the "Purchaser Balance Sheet") contains adequate reserves to the extent required by GAAP for the costs (including costs of settlement, judgments and attorneys' fees and expenses) to be incurred by the Purchaser Companies in connection with all customer complaints pending as of its date. Except as disclosed noted in Schedule 4.13(b4.4(b), none of such complaints which have been disposed of as of the date hereof requires any payment or other action to be made by any of the Purchaser Holding Companies after the date of this Agreement Agreement. (c) Each of the Holding Companies is in excess compliance with Environmental, Health and Safety Requirements, except for such noncompliance as would not reasonably be expected to have a BD1 Material Adverse Effect. None of $50,000 with respect the Holding Companies has received any written notice, report or other information regarding any actual or alleged material violation of Environmental, Health and Safety Requirements, or any material liabilities or potential material liabilities (whether accrued, absolute, contingent, unliquidated or otherwise), including any investigatory, remedial or corrective obligations, relating to any single claimof the Holding Companies or their respective properties arising under Environmental, Health, and Safety Requirements, the subject of which would reasonably be expected to have a BD1 Material Adverse Effect.

Compliance with Law; Customer Complaints. (a) The businesses of the Purchaser Companies are, and since May 31January 1, 1995 2002 have been, conducted in compliance in all material respects with all applicable laws, rules, regulations, court or administrative orders and processes and rules, mandatory directives and orders of any Governmental Entity, regulatory and or self-regulatory agencies and or bodies (including, without limitation, the 1934 Exchange Act, the Investment Advisers Act of 1940Act, as amended, and any laws, rules, regulations, orders and mandatory directives that relate to broker-dealer regulation, consumer protection, products and services, proprietary rights, anti-competitive practices, collective bargaining, ERISA, equal opportunity and improper payments), except as would not reasonably be expected, singly or in the aggregate, to be materially adverse to have a Material Adverse Effect on the business, assets, prospects or financial condition of the Purchaser Companies, taken as a whole. Except as set forth in Schedule 4.13(a), the Purchaser Companies (i) are not, and since May 31, 1995 have not been, in violation of, or not in compliance with, in any material respect, any such applicable law, rule, regulation, order, directive or process with respect to the conduct of their respective businesses, and (ii) have not No Company has received any notice from any governmental authority applicable Governmental Entity or regulatory or self-regulatory agency or body, and to the Purchaser's Companies’ Knowledge none is threatened, alleging that any of the Purchaser Companies is violating or has, since May 31January 1, 19952002, violated, or is not complying or has not, since May 31January 1, 19952002, complied with, any of the foregoing the effect of which, individually or in the aggregate with other such violations and non-compliance, would reasonably be expected to be materially adverse to have a Material Adverse Effect on the business, assets, prospects or financial condition of the Purchaser Companies, taken as a whole. (b) Customer complaints reportable on Form U-4 or otherwise which have been made since January 1, 2004 against any of the Purchaser Companies Investacorp Inc., a Florida corporation (“Investacorp”), or any of their its registered representatives since May 31representatives, 1995 other than Post-Execution Customer Proceedings, are set forth in Section 2.5(b) of the Company Schedule 4.13(b) and copies of each such complaint have been furnished or made available to the Selling PartiesLTFS. Such complaints which are pending as of the date of this Agreement are appropriately noted on Schedule 4.13(b)in Section 2.5(b) of the Company Schedule. The balance sheet of Investacorp at June 30, 2007 included in Purchaser's financial statements as of December 31, 2000 (the "Purchaser Balance Sheet") Financial Statements contains adequate reserves accruals to the extent required by U.S. GAAP for the costs (including costs of settlement, judgments and attorneys' ’ fees and expenses) to be incurred by the Purchaser Companies Investacorp in connection with all such customer complaints pending as of its such date. Except as disclosed in Schedule 4.13(b), none of such complaints which have been disposed of as of the date hereof requires any payment or other action to be made by any of the Purchaser Companies after the date of this Agreement in excess of $50,000 with respect to any single claim.

Compliance with Law; Customer Complaints. (a) The businesses business of the Purchaser Companies areBD2 has at all times been conducted, and since May 31is now being conducted, 1995 have been, conducted in compliance in all material respects with all applicable laws, rules, regulations, regulations and court or administrative orders and processes and rules, directives and orders of regulatory and self-regulatory agencies and bodies (including, without limitation, the Securities Exchange Act of 1934, as amended (the "1934 Act"), the Investment Advisers Act of 1940, as amended, and any laws, rules, regulations, regulations and court or administrative orders and directives that relate to broker-dealer regulationregulation (including registration and licensing in all jurisdictions where BD2 engages in investment advisory activities or the sale of securities), consumer protection, health and safety, products and services, proprietary rights, anti-competitive practices, collective bargaining, ERISA, equal opportunity opportunity, other aspects of labor or employment law (including sexual harassment) improper payments and improper paymentsenvironmental regulation), except as where non-compliance would not reasonably be expected, singly or in the aggregate, expected to be materially adverse to the business, assets, prospects or financial condition of the Purchaser Companies, taken as have a wholeBD2 Material Adverse Effect. Except as set forth in Schedule 4.13(a3.4(a), the Purchaser Companies BD2 and its officers, directors and employees (i) )* are not, and since May 31, 1995 have not beenduring the past six years were not, in violation of, or not in compliance with, in any material respect, any such applicable law, rule, regulation, order, directive order or process with respect to the conduct of their respective businesses, BD2's business; and (ii) have not received any notice from any governmental authority or regulatory or self-regulatory agency or body, and to the Purchaser's Knowledge none is threatened, alleging that any of the Purchaser Companies is violating or has, since May 31, 1995, BD2 has violated, or is not complying or has not, since May 31, 1995, complied with, any of the foregoing and, to the effect best of whichthe knowledge of each of the BD2 Parties, individually none is threatened (and *no factual circumstances involving such violation or failure to comply are being examined or investigated), except, in the aggregate with other case of either (i) or (ii), where such violations and non-compliance, would not reasonably be expected to be materially adverse to the business, assets, prospects or financial condition of the Purchaser Companies, taken as have a wholeBD2 Material Adverse Effect. (b) Customer All customer complaints reportable on Form U-4 or otherwise pursuant to NASD Notice to Members 95-81 (including all amendments thereto and NASD interpretations thereof) ("95-81") which have been made against any of the Purchaser Companies BD2 or any of their its registered representatives in writing since May October 1, 1995, or which have been communicated orally, but not in writing, since August 31, 1995 1998, have been reported in accordance with 95-81, all such complaints made prior to the close of business on November 2, 1998 are set forth in Schedule 4.13(b) 3.4(b), and copies of each such complaint have been furnished or made available to the Selling PartiesHolding. Such complaints which are pending as of the date of this Agreement are appropriately noted on Schedule 4.13(b3.4(b). The balance sheet included in Purchaser's financial statements as of December 31, 2000 (the "Purchaser Balance Sheet") contains adequate reserves to the extent required by GAAP for the costs (including costs of settlement, judgments and attorneys' fees and expenses) to be incurred by the Purchaser Companies in connection with all customer complaints pending as of its date. Except as disclosed in noted on Schedule 4.13(b3.4(b), none of such complaints which have been disposed of as of the date hereof requires any payment or other action to be made by any of the Purchaser Companies BD2 after the date of this Agreement Agreement. (c) BD2 is in excess compliance with Environmental, Health and Safety Requirements, except for such noncompliance as would not reasonably be expected to have a BD2 Material Adverse Effect. BD2 has not received any written notice, report or other information regarding any actual or alleged material violation of $50,000 with respect Environmental, Health and Safety Requirements, or any material liabilities or potential material liabilities (whether accrued, absolute, contingent, unliquidated or otherwise), including any investigatory, remedial or corrective obligations, relating to any single claimBD2 or its property arising under Environmental, Health, and Safety Requirements, the subject of which would reasonably be expected to have a BD2 Material Adverse Effect.