Common use of Litigation and Compliance with Laws Clause in Contracts

Litigation and Compliance with Laws. a. There are no order, writs, injunctions, decrees or unsatisfied judgments, and no actions, suits, claims or proceedings or investigations pending or, to the Knowledge of Xxxxxxxxx, threatened against any of the Xxxxxxxxx Entities, the LLC or any Principal for any of their past or current business activities. (1) Each of the Xxxxxxxxx Entities, the LLC and the Principals are currently and, during the past five years (or, with respect to any of the Xxxxxxxxx Entities and the LLC, such shorter time, if any, that it has been in existence), have been, operating in compliance in all material respects with all laws, rules, regulations and orders applicable to that Person's business, including all federal and state securities laws, and (A) None of the Xxxxxxxxx Entities, the LLC or any Principal nor, to the Knowledge of Xxxxxxxxx, any Person "associated" (as that term is defined under the Advisers Act) with any of the Xxxxxxxxx Entities, the LLC or any Principal has, within five years prior to the date hereof, been convicted of any crime or is or has been subject to any disqualification in each case that would be the basis for denial, suspension or revocation of registration of an investment adviser under Section 203(e) or 206(4) of the Advisers Act or Rule 206(4)-4(b) thereunder or for disqualification as an investment adviser for any investment company pursuant to Section 9 of the Investment Company Act of 1940, as amended; and (B) None of any of the Xxxxxxxxx Entities, the LLC or any Principal, nor to the Knowledge of Xxxxxxxxx, any Affiliate of the Xxxxxxxxx Entities, the LLC or any Principal, is subject to a "statutory disqualification" as defined in Section 3(a)(39) of the Exchange Act or is subject to a disqualification that would be a basis for censure, limitations on the activities, functions or operations of, or suspension or revocation of the registration of BC as a broker-dealer, municipal securities dealer, government securities broker or government securities dealer under Section 15, Section 15B or Section 15C of the Exchange Act, and, to the Knowledge of Xxxxxxxxx, there is no reasonable basis for, or proceeding or investigation, whether formal or informal or whether preliminary or otherwise, that is reasonably likely to result in, any such censure, limitations, suspension or revocation (2) Without limiting the generality of the foregoing: (A) The Form ADV and/or Form BD of each Xxxxxxxxx Entity when filed with the SEC and on each date any amendment to such form was filed (and, with respect to Part II of Form ADV, on each date when distributed by such Xxxxxxxxx Entity) complied in all material respects with the rules and regulations of the SEC and did not contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading; and (B) The offering documents for the Existing Funds when distributed or used did not contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading and no oral or written representation, warranty or statement made by any of the Xxxxxxxxx Entities, the LLC or any Principal in connection with the offer or sale of an interest in an Existing Fund contradicts such offering documents. c. None of the Xxxxxxxxx Entities, the LLC or any Principal is in default with respect to any judgment, order, writ, injunction, decree, demand or assessment issued by any court or any federal, state, municipal or other governmental agency, board, commission, bureau, instrumentality or department, domestic or foreign, relating to any aspect of the business, affairs, properties or assets of that Person, provided that the foregoing representation and warranty does not apply to misdemeanors or traffic violations and with respect to each Principal is made only by that Principal. d. None of any of the Xxxxxxxxx Entities, the LLC or any Principal is charged or, to the Knowledge of Xxxxxxxxx, threatened with or under investigation with respect to any violation of any federal, state, municipal or other law or any administrative rule or regulation, domestic or foreign, applicable to the business, affairs, properties or assets of that Person; provided, however, that the foregoing representation and warranty does not apply to misdemeanors or traffic violations and, with respect to each Principal, is made only by that Principal. e. Each participant in Xxxxxxx Arbitrage, L.P., Xxxxxxxxx Hedge Fund, L.P. and Xxxxxxxxx Hedge Fund Select, L.P. is a "qualified client" within the meaning of Rule 205-3 under the Advisers Act, and no participant in any other Existing Fund pays a performance fee within the meaning of such Rule 205-3.

Litigation and Compliance with Laws. a. There (a) Except as set forth in Section 4.15 of the Seller Disclosure Schedule, there are no orderorders, writs, injunctions, decrees decrees, or unsatisfied judgments, and no or actions, suits, claims or proceedings claims, proceedings, or investigations pending or, to the Knowledge of XxxxxxxxxAST, threatened against (1) AST or (2) any of AST’s current or former directors, officers, or employees and that relate to AST. Section 4.15 of the Xxxxxxxxx EntitiesSeller Disclosure Schedule sets forth a true and complete list of any such actions, the LLC suits, claims, proceedings, or any Principal investigations for any of their past or current business activitieswhich AST is responsible to pay ongoing costs and expenses. (1) Each of AST is currently, and since February 10, 2006, has been, in full compliance with all Applicable Laws. During the Xxxxxxxxx EntitiesOriginal Trust Business Period, the LLC and Original Trust Business was conducted by ASTT in full compliance with all Applicable Laws. For purposes of this Section 4.15(b)(1) as it relates to AST, the Principals are currently and, during the past five years term “Applicable Law” does not relate to: (or, with respect to any of the Xxxxxxxxx Entities and the LLCi) anti-money laundering matters, such shorter time, if any, that it has been in existenceitems being the subject of Section 4.15(b)(1)(C), have been(ii) matters regulated by Office of Foreign Assets Control, operating in compliance in all material respects with all lawssuch items being the subject of Section 4.15(b)(1)(D), rules(iii) environmental matters, regulations such items being the subject of Section 4.16, (iv) tax and orders applicable to that Person's businessERISA matters, including all federal such items being the subject of Section 4.19, (v) employee benefit matters, such items being the subject of Section 4.21, and state securities laws(vi) privacy matters, andsuch items being the subject of Section 4.25. (A) None of the Xxxxxxxxx Entities, the LLC or any Principal Neither AST nor, to the Knowledge of XxxxxxxxxAST, any Person "“associated" ” (as that term is defined under the Advisers Act) with any of the Xxxxxxxxx Entities, the LLC or any Principal AST has, within five years prior to the date hereof, been convicted of any crime or is or has been subject to any disqualification in each case that would be the basis for denial, suspension suspension, or revocation of registration of an investment adviser under Section 203(e) or 206(4) of the Advisers Act or Rule 206(4)-4(b) thereunder or for disqualification as an investment adviser for any investment company pursuant to Section 9 of the Investment Company Act of 1940, as amended; and; (B) None of any of the Xxxxxxxxx EntitiesNeither AST nor, the LLC or any Principal, nor to the Knowledge of XxxxxxxxxAST, any Affiliate of the Xxxxxxxxx Entities, the LLC or any Principal, AST is subject to (1) a "“statutory disqualification" ” as defined in Section 3(a)(39) of the Exchange Act or is subject to a disqualification that would be a basis for censure, limitations on the activities, functions or operations of, or suspension or revocation of the registration of BC as a broker-dealer, municipal securities dealer, government securities broker broker, or government securities dealer under Section 15, Section 15B 15B, or Section 15C of the Exchange Act, or (2) a disqualification that would be the basis for censure, denial, suspension, or revocation of a certificate as an investment adviser under Section 203(e) of the Advisers Act, and, to the Knowledge of XxxxxxxxxAST, there is no reasonable basis for, or proceeding or investigation, whether formal or informal or whether preliminary or otherwise, that is reasonably likely to result in, any such censure, denial, limitations, suspension suspension, or revocation; (C) AST is currently operating, and since February 10, 2006, has been operating, in full compliance with, and during the Original Trust Business Period, the Original Trust Business was operated by ASTT in full compliance with, all Applicable Laws adopted in connection with Title III of the USA PATRIOT Act (Pub. L. No. 107-56), the Bank Secrecy Act (31 U.S.C. Sections 5322 et seq.), and other applicable anti-money laundering requirements (collectively, “AML Compliance Requirements”). AST has adopted written policies and procedures and implemented appropriate internal controls (collectively, “Internal Controls”) meeting the standards set forth in the AML Compliance Requirements, reasonably designed to mitigate the risks that its operations or facilities may be used to support money laundering and/or terrorist financing. AST’s Internal Controls include, as appropriate: (1) the filing of currency transaction reports and suspicious activity reports; (2) the collection of customer identification and other “know your customer” information and the exercise of other due diligence in identifying customers; (3) the maintenance of customer due diligence and transaction records; (4) the deployment of enhanced due diligence with respect to foreign correspondent accounts, private banking accounts, and accounts of senior foreign political figures consistent with the requirements of Section 312 of the USA PATRIOT Act; (5) obtaining certifications from foreign banks with respect to no involvement of shell banks; (6) designating appropriate responsible AML Compliance Requirements personnel; (7) ongoing training of employees; and (8) ongoing testing and monitoring of customer accounts, along with an annual independent audit of the effectiveness of AST’s Internal Controls. Neither AST nor ASTT (with respect to the Original Trust Business) has received any adverse examination comment from any Governmental Authority or been cited for any violation of an AML Compliance Requirement. To the Knowledge of AST, no Governmental Authority intends to cite AST for a violation of any AML Compliance Requirement. (D) AST is currently operating, and since February 10, 2006, has been operating, in full compliance with, and during the Original Trust Business Period, the Original Trust Business was operated by ASTT in full compliance with, the requirements of the Office of Foreign Assets Control (“OFAC Compliance Requirements”), as further described on the U.S. Treasury Department OFAC Division website, www. Txxxx.xxx/xxxx. AST has adopted Internal Controls reasonably designed to ensure that it is not engaging in transactions with, and/or providing services to, Persons prohibited on OFAC’s “Specially Designated Nationals/Blocked Persons” list or to countries or territories sanctioned by OFAC. Any self-reporting made by AST to a Governmental Authority since February 10, 2006 with respect to violations of the OFAC Compliance Requirements and any self-reporting made by ASTT to a Governmental Authority during the Original Trust Business Period relating to the Original Trust Business is summarized in Section 4.15(b)(1)(D) of the Seller Disclosure Schedule. To the Knowledge of AST, no Governmental Authority intends to cite AST for a violation of any OFAC Compliance Requirement. (2) Without limiting Except for AST’s registration as a trust company with the generality Delaware Bank Commissioner and the Arizona Banking Department, and except for the qualifications set forth in Section 4.1 of the foregoing: (A) The Form ADV and/or Form BD of each Xxxxxxxxx Entity when filed with the SEC and on each date any amendment to such form was filed (andSeller Disclosure Schedule, with respect to Part II of Form ADV, on each date when distributed by such Xxxxxxxxx Entity) complied in all material respects with the rules and regulations of the SEC and did AST is not contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements thereinlicensed, in light registered, and/or qualified with any Governmental Authority. (c) Section 4.15(c) of the circumstances in which they were madeSeller Disclosure Schedule sets forth a true and complete list, not misleading; and (B) The offering documents and the timing for the Existing Funds when distributed or used did not contain an untrue statement submission, of material fact or omit to state a material fact all reports required to be stated therein or necessary in order submitted by AST to make the statements therein, in light each of the circumstances in which they were made, not misleading Delaware Bank Commissioner and no oral or written representation, warranty or statement made by any the Arizona Banking Department. (d) Section 4.15(d) of the Xxxxxxxxx Entities, the LLC or any Principal in connection with the offer or sale Seller Disclosure Schedule sets forth a true and complete list of an interest in an Existing Fund contradicts such offering documents. c. None of the Xxxxxxxxx Entities, the LLC or any Principal is in default with respect to any each unsatisfied judgment, order, writ, injunction, decree, demand demand, action, or assessment issued by any court or any federal, state, municipal municipal, or other governmental agency, board, commission, bureau, instrumentality or department, domestic or foreign, Governmental Authority relating to AST or any aspect of the its business, affairs, properties properties, or assets of that Person, provided that the foregoing representation and warranty does assets. AST is not apply to misdemeanors or traffic violations and in default with respect to each Principal any such judgment, order, writ, injunction, decree, demand, or assessment. Neither AST nor, to the Knowledge of AST, any director, officer, or employee of AST, is made only by that Principal. d. None subject to any cease-and-desist order or other order, directive, or enforcement action issued by, or is a party to any written agreement, consent agreement, or memorandum of understanding with, or has been ordered to pay any of the Xxxxxxxxx Entitiescivil monetary penalty by, the LLC or any Principal is charged Governmental Authority, nor has AST or, to the Knowledge of XxxxxxxxxAST, any director, officer, or employee of AST, been advised that any Governmental Authority is considering issuing, initiating, or ordering any such action. (e) AST is not charged nor, to the Knowledge of AST, threatened with or under investigation by a Governmental Agency with respect to any violation of any federalApplicable Law. There is no unresolved violation, statecriticism, municipal or other law or exception asserted by any administrative rule or regulation, domestic or foreign, applicable Governmental Authority to the business, affairs, properties or assets of that Person; provided, however, that the foregoing representation and warranty does not apply to misdemeanors or traffic violations and, AST with respect to each Principalany report or statement relating to any examination, is made only by that Principalinvestigation, inspection, or audit of AST. e. Each participant in Xxxxxxx Arbitrage, L.P., Xxxxxxxxx Hedge Fund, L.P. and Xxxxxxxxx Hedge Fund Select, L.P. is a "qualified client" within the meaning of Rule 205-3 under the Advisers Act, and no participant in any other Existing Fund pays a performance fee within the meaning of such Rule 205-3.

Litigation and Compliance with Laws. a. There are no orderorders, writs, injunctions, decrees or unsatisfied judgments, and no actions, suits, claims or proceedings or investigations pending or, to the Knowledge of XxxxxxxxxGrant Tani, threatened against any of the Xxxxxxxxx EntitiesGraxx Xxxx, the xhe LLC or any Principal for any of their xxx xx xxxir past or current business activities. (1) Each Except as set forth in Schedule 4.15, each of the Xxxxxxxxx EntitiesGrant Tani, the LLC and the Principals are currently arx xxxxxxxxy and, during the past five years (or, with respect to any of the Xxxxxxxxx Entities and the LLC, such shorter time, if any, time that it has been in existence), have been, operating in compliance in all material respects with all laws, rules, regulations and orders applicable to that Person's business, including all federal and state securities laws, and: (A) None of the Xxxxxxxxx EntitiesGrant Tani, the LLC or any Principal nor, to the Knowledge xx xxx Xxowledge of XxxxxxxxxGrant Tani, any Person "associated" (as that term is txxx xxxx xs defined under the Advisers Act) with any of the Xxxxxxxxx EntitiesGrant Tani, the LLC or any Principal has, within five xxxxxx xxve years prior to the date hereofhereof (or, with respect to the LLC, such shorter time that it has been in existence), been convicted of any crime or is or has been subject to any disqualification in each case that would be the basis for denial, suspension or revocation of registration of an investment adviser under Section 203(e) or 206(4) of the Advisers Act or Rule 206(4)-4(b) thereunder or for disqualification as an investment adviser for any investment company pursuant to Section 9 of the Investment Company Act of 1940, as amended; and (B) None of any of the Xxxxxxxxx EntitiesGrant Tani, the LLC or any Principal, nor to the Knowledge xx xxx Xxowledge of XxxxxxxxxGrant Tani, any Affiliate of the Xxxxxxxxx EntitiesGrant Tani, the LLC or xxx XXX xx any Principal, is subject (i) xx xxxxxxt to a "statutory disqualification" as defined in Section 3(a)(39) of the Exchange Act or is subject to a disqualification that would be a basis for censure, limitations on the activities, functions or operations of, or suspension or revocation of the registration of BC as a broker-dealer, municipal securities dealer, government securities broker or government securities dealer under Section 15, Section 15B or Section 15C of the Exchange Act, or (ii) is subject to a disqualification that would be the basis for censure, denial, suspension or revocation of a certificate as an investment adviser under Sections 25232 or 25232.1 of the California Corporate Securities Law of 1968, and, to the Knowledge of XxxxxxxxxGrant Tani, there is no reasonable basis forxxx, or proceeding xx xxoceeding or investigation, whether formal or informal or whether preliminary or otherwise, that is reasonably likely to result in, any such censure, denial, limitations, suspension or revocation. (2) Without limiting the generality of the foregoing: , (Aa) The Form ADV and/or Form BD of each Xxxxxxxxx Entity when the information to be filed with the SEC and on each date any amendment to such form was filed (and, Securities Regulation Division of the California Department of Corporations with respect to Part II the licensing of Form ADVthe LLC, on each date the Management Company, their associated persons and the Principals as investment advisers or investment adviser representatives, as the case may be, (b) the information to be filed with respect to the licensing of at least two individuals as tax preparers under the provisions of California Business and Professions Code Sections 22250-22258 and (c) the information to be filed to cause Grant Tani, or a new entity to be formed xx xxx Xxxncipals, to be licensed as a public accounting firm by the California State Board of Accountancy, when distributed by such Xxxxxxxxx Entity) complied filed shall comply in all material respects with the applicable rules and regulations of the SEC and did shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading; and (B) The offering documents for the Existing Funds when distributed or used did not contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading and no oral or written representation, warranty or statement made by any of the Xxxxxxxxx Entities, the LLC or any Principal in connection with the offer or sale of an interest in an Existing Fund contradicts such offering documents. c. None of the Xxxxxxxxx EntitiesGrant Tani, the LLC or nor any Principal is in default xx xxxxxxx with respect to any judgment, order, writ, injunction, decree, demand or assessment issued by any court or any federal, state, municipal or other governmental agency, board, commission, bureau, instrumentality or department, domestic or foreign, relating to any aspect of the business, affairs, properties or assets of that Person, provided that the foregoing representation and warranty does not apply to misdemeanors or minor traffic violations and with respect to each Principal is made only by that Principalviolations. d. None of any of the Xxxxxxxxx EntitiesGrant Tani, the LLC or nor any Principal is charged orxxxxxxx xx, to the Knowledge of XxxxxxxxxGrant Tani, threatened with or under investigation invexxxxxxxxx with respect to any violation of any federal, state, municipal or other law or any administrative rule or regulation, domestic or foreign, applicable to the business, affairs, properties or assets of that Person; provided, however, that the foregoing representation and warranty does not apply to misdemeanors or minor traffic violations and, with respect to each Principal, is made only by that Principalviolations. e. Each participant in Xxxxxxx Arbitrage, L.P., Xxxxxxxxx Hedge Fund, L.P. and Xxxxxxxxx Hedge Fund Select, L.P. is a "qualified client" within the meaning of Rule 205-3 under the Advisers Act, and no participant in any other Existing Fund pays a performance fee within the meaning of such Rule 205-3.

Litigation and Compliance with Laws. a. (a) There are no orderorders, writs, injunctions, decrees decrees, or unsatisfied judgments, and no actions, suits, claims claims, or proceedings or investigations pending or, to the Knowledge of Xxxxxxxxxeither Seller or BLA, threatened against BLA or any of the Xxxxxxxxx Entities, the LLC or any Principal for any of their its past or current business activities. (1) Each of the Xxxxxxxxx Entities, the LLC and the Principals are BLA is currently and, during the past five years (or, with respect to any of the Xxxxxxxxx Entities and the LLC, such shorter time, if any, that it has been in existence), have been, operating in material compliance in all material respects with all laws, rules, regulations regulations, and orders applicable material to that Person's its business, including all federal and state securities laws, and: (A) None of the Xxxxxxxxx Entities, the LLC or any Principal BLA nor, to the Knowledge of XxxxxxxxxBLA, any Person "“associated" ” (as that term is defined under the Advisers Act) with any of the Xxxxxxxxx Entities, the LLC or any Principal BLA has, within five years prior to the date hereof, been convicted of any crime or is or has been subject to any disqualification in each case that would be the basis for denial, suspension suspension, or revocation of registration of an investment adviser under Section 203(e) or 206(4) of the Advisers Act or Rule 206(4)-4(b) thereunder or for disqualification as an investment adviser for any investment company pursuant to Section 9 of the Investment Company Act of 1940, as amended; and; (B) None of any of the Xxxxxxxxx EntitiesBLA nor, the LLC or any Principal, nor to the Knowledge of XxxxxxxxxBLA, any Affiliate of the Xxxxxxxxx Entities, the LLC or any Principal, BLA (1) is subject to a "“statutory disqualification" ” as defined in Section 3(a)(39) of the Exchange Act or is subject to a disqualification that would be a basis for censure, limitations on the activities, functions or operations of, or suspension or revocation of the registration of BC as a broker-dealer, municipal securities dealer, government securities broker broker, or government securities dealer under Section 15, Section 15B 15B, or Section 15C of the Exchange Act, or (2) is subject to a disqualification that would be the basis for censure, denial, suspension, or revocation of a certificate as an investment adviser under Section 203(e) of the Advisers Act, and, to the Knowledge of XxxxxxxxxBLA, there is no reasonable basis for, or proceeding or investigation, whether formal or informal or whether preliminary or otherwise, that is reasonably likely to result in, any such censure, denial, limitations, suspension suspension, or revocation; and (C) Other than the stock of BLA Holdings Corp., all of which is owned by BLA, and the limited liability company interests of BDG & Co., all of which are owned by BLA and BLA Holdings Corp., all securities of which any of BLA, BLA Holdings Corp., or BDG & Co. is the record owner are held by that entity solely as a nominee for Clients. (2) Without limiting the generality of the foregoing: (A) The Form ADV and/or Form BD of each Xxxxxxxxx Entity when , information filed with the SEC and on each date any amendment to such form was filed (and, with respect to Part II the licensing of Form ADVBLA and its associated persons as investment advisers or investment adviser representatives, on each date when distributed by such Xxxxxxxxx Entity) as the case may be, has complied in all material respects with the applicable rules and regulations of the SEC and did has not contain contained an untrue statement of a material fact or omit 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 in which they were made, not misleading; and (B) The offering documents for the Existing Funds when distributed or used did not contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading and no oral or written representation, warranty or statement made by any of the Xxxxxxxxx Entities, the LLC or any Principal in connection with the offer or sale of an interest in an Existing Fund contradicts such offering documents. c. None of the Xxxxxxxxx Entities, the LLC or any Principal is in default with respect to any judgment, order, writ, injunction, decree, demand or assessment issued by any court or any federal, state, municipal or other governmental agency, board, commission, bureau, instrumentality or department, domestic or foreign, relating to any aspect of the business, affairs, properties or assets of that Person, provided that the foregoing representation and warranty does not apply to misdemeanors or traffic violations and with respect to each Principal is made only by that Principal. d. None of any of the Xxxxxxxxx Entities, the LLC or any Principal is charged or, to the Knowledge of Xxxxxxxxx, threatened with or under investigation with respect to any violation of any federal, state, municipal or other law or any administrative rule or regulation, domestic or foreign, applicable to the business, affairs, properties or assets of that Person; provided, however, that the foregoing representation and warranty does not apply to misdemeanors or traffic violations and, with respect to each Principal, is made only by that Principal. e. Each participant in Xxxxxxx Arbitrage, L.P., Xxxxxxxxx Hedge Fund, L.P. and Xxxxxxxxx Hedge Fund Select, L.P. is a "qualified client" within the meaning of Rule 205-3 under the Advisers Act, and no participant in any other Existing Fund pays a performance fee within the meaning of such Rule 205-3.not