Common use of Investment Advisory Activities Clause in Contracts

Investment Advisory Activities. Neither Buyer nor any other person “associated” (as defined under the Investment Advisers Act or its equivalent under any applicable state or foreign Laws) with Buyer is or has been subject to disqualification pursuant to Section 203 of the Investment Advisers Act (or its equivalent under any applicable state or foreign Laws) to serve as an investment adviser or as an associated person of a registered investment adviser, or subject to disqualification to serve as a broker-dealer under any applicable Law, unless, in each case, Buyer or such associated person, as applicable, has received exemptive relief from the SEC or any other applicable Government Entity with respect to any such disqualification. Buyer has made available to Seller prior to the date of this Agreement a copy of any exemptive order in respect of any such disqualification. As of the date of this Agreement, there is no material Litigation pending and served, or, to the Knowledge of Buyer, pending and not served or threatened against Buyer that would result in any such disqualification. Neither Buyer nor any “affiliated person” (as defined under the Investment Company Act or its equivalent under any applicable state or foreign Law) of Buyer is or has been subject to disqualification as an investment adviser or subject to disqualification to serve in any other capacity contemplated by the Investment Company Act (or its equivalent under any applicable state or foreign Law) for any investment company under Sections 9(a) and 9(b) of the Investment Company Act (or its equivalent under any applicable state or foreign Law), unless, in each case, such person, as applicable, has received, to the Knowledge of Buyer, exemptive relief from the SEC or any other applicable Government Entity with respect to any such disqualification. Buyer has made available to Seller prior to the date of this Agreement a copy of any exemptive order or other relief in respect of any such disqualification in effect prior to the date of this Agreement. There is no material Litigation pending and served or, to the Knowledge of Buyer, pending and not served or threatened against Buyer that would result in any such disqualification. There are no facts or circumstances in relation to Buyer of any of its Subsidiaries or any Person associated with Buyer or any of its Subsidiaries that would, to the Knowledge of Buyer, under applicable Law, (x) prevent any of them from obtaining any consent, registration or approval required in order for Buyer to complete the transactions contemplated by this Agreement or (y) otherwise prevent any of them from controlling or beneficially owning a direct or indirect interest in any of the Transferred Entities.

Investment Advisory Activities. Neither None of Buyer nor or any of its Affiliates that is an investment adviser subject to the Investment Advisers Act (a “Buyer Adviser”) or, to the Knowledge of Buyer, any other person “associated” (as defined under the Investment Advisers Act or its equivalent under any applicable state or foreign LawsAct) with Buyer is or any such Affiliate has been in the past three years or is subject to disqualification pursuant to Section 203 Sections 203(e)-(f) of the Investment Advisers Act (or its equivalent under any applicable state or foreign Laws) to serve as an investment adviser or as an associated person of a registered investment adviser, except for any such disqualification that would not reasonably be expected to be material to Buyer or subject to disqualification to serve as a broker-dealer under any applicable Lawsuch Buyer Adviser, unless, in each case, Buyer Buyer, such Affiliate or such associated person, as applicable, person has received exemptive relief from the SEC or any other applicable Government Entity with respect to any such disqualification. Buyer has made available to Seller prior to the date of this Agreement a copy of any exemptive order in respect of any such disqualification. As of the date of this Agreement, there is no material Litigation Legal Proceeding pending and served, served or, to the Knowledge of Buyer, pending and not served threatened by any Government Entity against any of Buyer or threatened against the Buyer Advisers that would result in any such disqualification, except for any such disqualification that would not, individually or in the aggregate, reasonably be expected to have a Buyer Material Adverse Effect. Neither None of Buyer nor or the Buyer Advisers or, to the Knowledge of Buyer, any “affiliated person” (as defined under the Investment Company Act or its equivalent under any applicable state or foreign LawAct) of Buyer is or thereof has been in the past three years or is subject to disqualification as an investment adviser or subject to disqualification to serve in any other capacity contemplated by the Investment Company Act (or its equivalent under any applicable state or foreign Law) for any investment company under described in Sections 9(a) and 9(b) of the Investment Company Act (for an investment company registered under the Investment Company Act, except for any such disqualification that would not, individually or its equivalent under any applicable state or foreign Law)in the aggregate, reasonably be expected to have a Buyer Material Adverse Effect, unless, in each case, such personPerson, as applicable, has received, to the Knowledge of Buyer, exemptive relief from the SEC or any other applicable Government Entity with respect to any such disqualification. Buyer has made available to Seller prior to the date of this Agreement a copy of any exemptive order or other relief in respect of any such disqualification in effect prior to the date of this Agreement. There is no material Litigation Legal Proceeding pending and served or, to the Knowledge of Buyer, pending and not served threatened by a Government Entity against any of Buyer or threatened against the Buyer Advisers that would result in any such disqualification. There are no facts , except for any such disqualification that would not, individually or circumstances in relation the aggregate, reasonably be expected to have a Buyer of any of its Subsidiaries or any Person associated with Buyer or any of its Subsidiaries that would, to the Knowledge of Buyer, under applicable Law, (x) prevent any of them from obtaining any consent, registration or approval required in order for Buyer to complete the transactions contemplated by this Agreement or (y) otherwise prevent any of them from controlling or beneficially owning a direct or indirect interest in any of the Transferred EntitiesMaterial Adverse Effect.

Investment Advisory Activities. Neither Buyer nor Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, none of the Company, any of the Subsidiaries that are registered under the Investment Advisers Act, or any other "person “associated” associated with" (as defined under the Investment Advisers Act Act) the Company or its equivalent under any applicable state of such Subsidiaries has been, at any time within five years prior to the date hereof, convicted of any crime (other than traffic violations and other minor offenses), or foreign Laws) with Buyer is or has been subject to disqualification pursuant to Section 203 203(e) of the Investment Advisers Act (or its equivalent under any applicable state or foreign Laws) to serve regarding service as an a registered investment adviser or as an a person associated person of with a registered investment adviser, or subject to disqualification pursuant to Rule 206(4)-3 under the Investment Advisers Act or subject to disqualification to serve as a broker-dealer under Section 15 of the Exchange Act or the subject of a rebuttable presumption pursuant to Rule 206(4)-4(b) under the Investment Advisers Act, and, to the Company's knowledge, except as set forth in Section 3.16 of the Disclosure Schedule, there is no basis for, or proceeding or investigation that, individually or in the aggregate, would reasonably be expected to become the basis for, any such disqualification that would result in a Company Material Adverse Effect; and except as disclosed in Section 3.16 of the Disclosure Schedule, the Company or the applicable Law, unless, in each case, Buyer or such associated person, as applicable, Subsidiary has received exemptive relief from the SEC or any other applicable Government Entity with respect to any such disqualification. Buyer has made available Except as would not, individually or in the aggregate, reasonably be expected to Seller prior to the date of this Agreement have a copy of any exemptive order in respect of any such disqualification. As Company Material Adverse Effect, none of the date Company, any of this Agreementthe Subsidiaries, there is no material Litigation pending and served, or, to the Knowledge of Buyer, pending and not served or threatened against Buyer that would result in any such disqualification. Neither Buyer nor any “"affiliated person” " (as defined under the Investment Company Act or its equivalent under any applicable state or foreign LawAct) of Buyer is or thereof has been at any time within five years prior to the date hereof subject to disqualification from serving or acting as an investment adviser or subject to disqualification to serve in any other capacity contemplated by the Investment Company Act (or its equivalent under any applicable state or foreign Law) for any investment company under Sections Section 9(a) and 9(b) of the Investment Company Act (or its equivalent under any applicable state or foreign Law), unless, in each case, such person, as applicable, has received, and to the Knowledge Company's knowledge, except as set forth in Section 3.16 of Buyerthe Disclosure Schedule, exemptive relief from there is no basis for, or proceeding or investigation that would reasonably be expected to become the SEC or any other applicable Government Entity with respect to any such disqualification. Buyer has made available to Seller prior to the date of this Agreement a copy of any exemptive order or other relief in respect of basis for, any such disqualification in effect prior to the date of this Agreement. There is no material Litigation pending and served or, to the Knowledge of Buyer, pending and not served or threatened against Buyer that would result in a Company Material Adverse Effect. Without limiting the foregoing, each of the Subsidiaries which is, and each of its officers and employees who are, required to be registered as an investment adviser, broker dealer, transfer agent, commodity pool operator, commodity trading advisor, associated person, registered representative or salesperson with the SEC, the Commodity Futures Trading Commission (the "CFTC"), the securities commission of any state or any self-regulatory organization or agency, is duly registered as such and such registration is in full force and effect, except, in the case of any Subsidiary or any officer or employee, where any such disqualification. There are no facts failure to be registered as a registered representative or circumstances salesperson, individually or in relation the aggregate, would not reasonably be expected to Buyer of any of its Subsidiaries or any Person associated with Buyer or any of its Subsidiaries that would, to the Knowledge of Buyer, under applicable Law, (x) prevent any of them from obtaining any consent, registration or approval required in order for Buyer to complete the transactions contemplated by this Agreement or (y) otherwise prevent any of them from controlling or beneficially owning a direct or indirect interest in any of the Transferred Entitieshave Company Material Adverse Effect.