Common use of Licenses, Permits and Authorizations Clause in Contracts

Licenses, Permits and Authorizations. The operations of each of the Company, its Subsidiaries and the Investment Advisor are being and, since January 1, 2006, have been, conducted in compliance in all material respects with all Applicable Laws, and to the Knowledge of the Company, none of the Company or its Affiliates has been charged or is or has been since January 1, 2006, under investigation with respect to any material violations of any Applicable Laws. Each of the Company, its Subsidiaries, the Investment Advisor and each of the underlying investment vehicles holds all material permits, certificates, licenses, approvals, Orders and other authorizations (“Permits”) of each Governmental Authority which are necessary for the operation of the Business. Such Permits are valid and in full force and effect, and none of the Company, its Subsidiaries, the Investment Advisor, or, to the Knowledge of the Company, any of their respective Affiliates is in default under, and no condition exists that with notice or lapse of time or both would constitute a default under, any such Permits. None of such Permits will be terminated or impaired or become terminable, in whole or in part, as a result of the transactions contemplated hereby. Since January 1, 2006, none of the Company, any of its Subsidiaries, the Investment Advisor, the underlying investment vehicles or, to the Knowledge of the Company, any of their respective Affiliates has received any written or, to the Knowledge of the Company, oral notification from any Governmental Authority asserting that any Person is not in compliance in any material respect with any of the Applicable Laws relating to the operation of the Business that such Governmental Authority enforces or that such Governmental Authority intends to revoke or suspend any Permit necessary for the operation of the Business.

Licenses, Permits and Authorizations. The operations of each of the Company, its Subsidiaries Affiliates and the Investment Trading Advisor are being and, since January 1, 2006, have been, conducted in compliance in all material respects with all Applicable Laws, and to the Knowledge of the CompanySellers, none of the Company or its Affiliates or the underlying investment vehicles has been charged or is or has been since January 1, 2006, under investigation with respect to any material violations of any Applicable Laws. Each of the Company, its SubsidiariesAffiliates, the Investment Trading Advisor and each of the underlying investment vehicles holds holds, or will hold before Closing, all material permits, certificates, licenses, approvals, Orders and other authorizations (“Permits”) of each Governmental Authority which are necessary for the operation of the Business. Such Permits are valid and in full force and effect, and none of the Company, its SubsidiariesAffiliates, the Investment Trading Advisor, or, to the Knowledge of the CompanySellers, any of their respective Affiliates is in default under, and no condition exists that with notice or lapse of time or both would constitute a default under, any such Permits. None of such Permits will be terminated or impaired or become terminable, in whole or in part, as a result of the transactions contemplated hereby. Since January 1, 2006, none of the Company, any of its SubsidiariesAffiliates, the Investment Trading Advisor, the underlying investment vehicles or, to the Knowledge of the CompanySellers, any of their respective Affiliates has received any written or, to the Knowledge of the CompanySellers, oral notification from any Governmental Authority asserting that any Person is not in compliance in any material respect with any of the Applicable Laws relating to the operation of the Business that such Governmental Authority enforces or that such Governmental Authority intends to revoke or suspend any Permit necessary for the operation of the Business.

Licenses, Permits and Authorizations. The operations of each of the Company, its Subsidiaries and the Investment Advisor Glenrock. are being and, since January 1, 2006, have been, conducted in compliance in all material respects with all Applicable Laws, and to the Knowledge of the Company, none of the Company or its Affiliates or the Funds has been charged or is or has been since January 1, 2006, under investigation with respect to any material violations of any Applicable Laws. Each of the Company, its Subsidiaries, the Investment Advisor Glenrock and each of the underlying investment vehicles Funds holds all material permits, certificates, licenses, approvals, Orders and other authorizations (“Permits”) of each Governmental Authority which are necessary for the operation of the Business. Such Permits are valid and in full force and effect, and none of the Company, its Subsidiaries, the Investment AdvisorGlenrock, or, to the Knowledge of the Company, any of their respective Affiliates is in default under, and no condition exists that with notice or lapse of time or both would constitute a default under, any such Permits. None of such Permits will be terminated or impaired or become terminable, in whole or in part, as a result of the transactions contemplated hereby. Since January 1, 2006, none of the Company, any of its Subsidiaries, the Investment AdvisorGlenrock, the underlying investment vehicles Funds or, to the Knowledge of the Company, any of their respective Affiliates has received any written or, to the Knowledge of the Company, oral notification from any Governmental Authority asserting that any Person is not in compliance in any material respect with any of the Applicable Laws relating to the operation of the Business that such Governmental Authority enforces or that such Governmental Authority intends to revoke or suspend any Permit necessary for the operation of the Business.

Licenses, Permits and Authorizations. The operations of each of the Company, its Subsidiaries Company and the Investment Advisor BEM are being and, since January 1, 2006, have been, conducted in compliance in all material respects with all Applicable Laws, and to the Knowledge of the Company, none of the Company or its Affiliates or the underlying investment vehicles has been charged or is or has been since January 1, 2006, under investigation with respect to any material violations of any Applicable Laws. Each of the Company, its Subsidiaries, the Investment Advisor BEM and each of the underlying investment vehicles holds all material permits, certificates, licenses, approvals, Orders and other authorizations (“Permits”) of each Governmental Authority which are necessary for the operation of the Business. Such Permits are valid and in full force and effect, and none of the Company, its Subsidiaries, the Investment AdvisorBEM, or, to the Knowledge of the Company, any of their respective Affiliates is in default under, and no condition exists that with notice or lapse of time or both would constitute a default under, any such Permits. None of such Permits will be terminated or impaired or become terminable, Except as set forth in whole or in part, as a result Section 5.10 of the transactions contemplated hereby. Since Company Disclosure Letter, since January 1, 2006, none of the Company, any of its Subsidiaries, the Investment AdvisorBEM, the underlying investment vehicles or, to the Knowledge of the Company, any of their respective Affiliates has received any written or, to the Knowledge of the Company, oral notification from any Governmental Authority asserting that any Person is not in compliance in any material respect with any of the Applicable Laws relating to the operation of the Business that such Governmental Authority enforces or that such Governmental Authority intends to revoke or suspend any Permit necessary for the operation of the Business.