Common use of Litigation and Compliance with Laws Clause in Contracts

Litigation and Compliance with Laws. a. Except as set forth on Schedule 5.4, there are no orders, writs, injunctions, decrees or unsatisfied judgments, and no actions, claims, suits, proceedings or investigations pending or, to Merger Subsidiary's, WTI's or WTC's Knowledge, threatened against Merger Subsidiary, WTI or WTC that, if adversely determined, might call into question the validity or hinder or delay the enforceability or performance of this Agreement or the other Transaction Documents or have a Material Adverse Effect on Merger Subsidiary, WTI or WTC or their assets or properties, taken as a whole. Except as set forth on Schedule 5.4, each of Merger Subsidiary, WTI or WTC is and, during the past five years has been, operating in material compliance with all laws and governmental rules and regulations, domestic or foreign (including, without limitation, all federal and state securities laws), applicable to the business, affairs, properties and assets of Merger Subsidiary, WTI and WTC. Except as set forth in Schedule 5.4, none of Merger Subsidiary, WTI or WTC is in default with respect to any judgment, order, writ, injunction, decree, demand or assessment issued by any court or any federal, state, municipal other governmental agency, board, commission, bureau, instrumentality or department, domestic or foreign, relating to any aspect of its business, affairs, properties or assets. Except as set forth in Schedule 5.4, none of Merger Subsidiary, WTI or WTC has been charged or, to that Person's Knowledge, threatened with or is under investigation with respect to any violation of any federal, state, municipal or other law or any administrative rule or regulation, domestic or foreign, affecting Merger Subsidiary, WTI or WTC or the transactions contemplated hereby. b. To Merger Subsidiary's, WTI's or WTC's Knowledge, none of Merger Subsidiary, WTI or WTC nor any Person "associated" (as that term is defined under the Advisers Act) with any of Merger Subsidiary, WTI or WTC 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. c. To Merger Subsidiary's, WTI's or WTC's Knowledge, none of any of Merger Subsidiary, WTI or WTC nor any Affiliate of Merger Subsidiary, WTI or WTC 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 any Affiliate of Merger Subsidiary, WTI or WTC 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 Merger Subsidiary's, WTI's or WTC's Knowledge, 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.

Litigation and Compliance with Laws. a. Except as set forth on Schedule 5.4, there are no orders, writs, injunctions, decrees or unsatisfied judgments, and no actions, claims, suits, proceedings or investigations pending or, to Merger Subsidiary's, WTI's Holdings' or WTC's Knowledge, threatened against Merger Subsidiary, WTI Holdings or WTC that, if adversely determined, might call into question the validity or hinder or delay the enforceability or performance of this Agreement or the any other Transaction Documents Document or have a Material Adverse Effect on Merger Subsidiary, WTI or Holdings and WTC or their respective assets or properties, taken as a whole. Except as set forth on Schedule 5.4, each of Merger Subsidiary, WTI or Holdings and WTC is and, during the past five years (or, with respect to Holdings, such shorter time that it has been in existence) has been, operating in material compliance with all laws and governmental rules and regulations, domestic or foreign (including, without limitation, all federal and state securities laws), applicable to the business, affairs, properties and assets of Merger SubsidiaryHoldings or WTC, WTI and WTCas the case maybe. Except as set forth in Schedule 5.4, none of Merger Subsidiary, WTI or neither Holdings nor WTC 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 its business, affairs, properties or assets. Except as set forth in Schedule 5.4, none of Merger Subsidiary, WTI or neither Holdings nor WTC has been charged or, to that Person's Holdings' Knowledge, threatened with or is under investigation with respect to any violation of any federal, state, municipal or other law or any administrative rule or regulation, domestic or foreign, affecting Merger Subsidiary, WTI Holdings or WTC or the transactions contemplated hereby. b. To Merger Subsidiary's, WTI's or WTC's Holdings' Knowledge, none of Merger Subsidiaryneither Holdings, WTI or WTC nor any Person "associated" (as that term is defined under the Advisers Act) with any of Merger Subsidiary, WTI Holdings or WTC 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. c. To Merger Subsidiary's, WTI's or WTC's Holdings' Knowledge, none of any of Merger SubsidiaryHoldings, WTI or WTC nor any Affiliate of Merger Subsidiary, WTI Holdings or WTC 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 limitation on the activities, functions or operations of, or suspension or revocation of the registration of any Affiliate of Merger Subsidiary, WTI Holdings or WTC 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 Merger Subsidiary's, WTI's or WTC's Holdings' Knowledge, 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, limitationslimitation, suspension or revocation.

Litigation and Compliance with Laws. a. (a) Except as set forth on Schedule 5.46.4, there are no orders, writs, injunctions, decrees decrees, or unsatisfied judgments, and no actions, claims, suits, proceedings proceedings, or investigations pending or, to Merger Subsidiary's, WTI's WT’s or WTC's ’s Knowledge, threatened against Merger Subsidiary, WTI WT or WTC that, if adversely determined, might call into question the validity or hinder or delay the enforceability or performance of this Agreement or the any other Transaction Documents Document or have a Material Adverse Effect on Merger Subsidiary, WTI WT or WTC or their respective assets or properties, taken as a whole. Except as set forth on Schedule 5.46.4, each of Merger Subsidiary, WTI or WTC WT is and, during the past five years has been, operating in material compliance with all laws and governmental rules and regulations, domestic or foreign (including, without limitation, all federal and state securities laws), applicable to the business, affairs, properties properties, and assets of Merger Subsidiary, WTI and WTCWT. Except as set forth in Schedule 5.46.4, none of Merger Subsidiary, WTI or WTC WT is not in default with respect to any judgment, order, writ, injunction, decree, demand demand, or assessment issued by any court or any federal, state, municipal municipal, or other governmental agency, board, commission, bureau, instrumentality instrumentality, or department, domestic or foreign, relating to any aspect of its business, affairs, properties properties, or assets. Except as set forth in Schedule 5.46.4, none of Merger Subsidiary, WTI or WTC WT has not been charged or, to that Person's WT’s or WTC’s Knowledge, threatened with or is under investigation with respect to any violation of any federal, state, municipal municipal, or other law or any administrative rule or regulation, domestic or foreign, affecting Merger Subsidiary, WTI or WTC WT or the transactions contemplated herebyTransactions. b. (b) To Merger Subsidiary's, WTI's WT’s or WTC's ’s Knowledge, none of Merger Subsidiary, WTI or WTC neither WT nor any Person "“associated" ” (as that term is defined under the Advisers Act) with any of Merger Subsidiary, WTI or WTC WT 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. c. To Merger Subsidiary's, WTI's or WTC's Knowledge, none of any of Merger Subsidiary, WTI or WTC nor any Affiliate of Merger Subsidiary, WTI or WTC 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 any Affiliate of Merger Subsidiary, WTI or WTC 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 Merger Subsidiary's, WTI's or WTC's Knowledge, 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.