No Convictions, Sanctions or Other Violations. (a) None of Seller, any Principal or any other Person “associated” (as defined under the Advisers Act) with Seller, nor any manager, officer or, to Seller’s Knowledge, employee of Seller: (i) has been convicted of (A) any felony, (B) any misdemeanor related to theft, fraud or misrepresentation, or (C) any crime related to the securities or commodities industry; or is subject to any disqualification or censure that would (1) be a basis for denial, suspension or revocation of registration of an investment adviser under Section 203(e) of the Advisers Act, (2) otherwise limit the performance of any duties by the Person holding the registration or license on behalf of Seller or the Business or (3) limit the ability of Seller to conduct its business, (ii) has engaged in any conduct that would be required to be described in Item 11 of Form ADV, Part 1A, Item 9 of Form ADV Part 2A or Item 3 of Item ADV Part 2B, or in the Disciplinary Information section of Form 7-R or Form 8-R, (iii) is subject to a “bad actor” disqualification, as described in Rule 506(d) of Regulation D under the 1933 Act or (iv) a crime described in Section 411 of ERISA or Part I(g) of Department of Labor Prohibited Transaction Exemption 84-14, as amended.
(b) None of Seller, any Principal or any Affiliate thereof has, with respect to any Client of the Business that is an “employee benefit plan” as defined in Section 3(3) of ERISA or a “plan” as defined in Section 4975(e)(1) of the Code, (i) engaged in a “prohibited transaction” (as defined under ERISA or the Code) for which no exemption exists under ERISA, the Code or other Applicable Law or (ii) incurred a penalty, excise tax, fee, disqualification or other similar result imposed under ERISA or the Code or other Applicable Law. No basis exists on which any employee of Seller would reasonably be expected to become subject to disqualification under Section 411(a) of ERISA from holding the positions described under Section 411(a)(1)-(3) of ERISA.
No Convictions, Sanctions or Other Violations. Except as otherwise disclosed in writing by Federated to Alliance prior to the date of this Agreement, to Federated’s Knowledge, no Person “associated” (as defined under the Advisers Act) with Federated has for a period of five (5) years prior to the date hereof (and each Closing Date) been convicted of any crime or is or has been subject to any disqualification that would be a basis for denial, suspension or revocation of registration of an investment adviser under Section 203(e) of the Advisers Act or Rule 206(4)-4(b) thereunder or of a broker-dealer under Section 15 of the 1934 Act, and no Affiliated Person of Federated has during a period of five (5) years prior to the date hereof been convicted of any crime or is or has been subject to any disqualification that would be a basis for disqualification as an investment adviser for any investment company pursuant to Section 9(a) of the 1940 Act; and, to Federated’s Knowledge, there is no basis for, or Litigation that is reasonably likely to become the basis for, any such disqualification, denial, suspension or revocation.
No Convictions, Sanctions or Other Violations. Seller is not ineligible (whether by virtue of its own conduct, acts or omissions or by virtue of the conduct, acts or omissions of its Affiliates) under Section 9(a) or 9(b) of the 1940 Act to serve as an investment adviser (or in any other capacity contemplated by the 0000 Xxx) to a registered investment company. Neither Seller nor, to Seller’s Knowledge, any “person associated with an investment adviser” (as defined in the Advisers Act) is ineligible pursuant to Section 203 of the Advisers Act to serve as an investment adviser or as a person associated with an investment adviser, or pursuant to Rule 206(4)-3 under the Advisers Act to serve as a solicitor, and has not been the subject of any legal or disciplinary event that must be disclosed to Clients pursuant to Rule 206(4)-4 promulgated under the Advisers Act. Seller is not precluded from acting as a fiduciary by operation of Section 411 of ERISA and Seller has no Knowledge of any basis for Seller or any of its directors, officers, employees, representatives and agents becoming subject to disqualification from serving in any capacity described in Section 411(a) of ERISA by virtue of Section 411 of ERISA. Neither Seller nor any “person associated with the adviser” as contemplated above is otherwise ineligible under any other Applicable Law from providing services with respect to any Product or the Business. There is no judicial or administrative action, suit, proceeding, investigation or other Litigation pending or, to Seller’s Knowledge, threatened that could reasonably be expected to result in Seller or, to Seller’s Knowledge, any Affiliate of Seller (or any “person associated with an investment adviser” as contemplated above) becoming ineligible to serve in such positions or capacity or requiring disclosure to Clients of Seller.
No Convictions, Sanctions or Other Violations. No Person who is “associated” (as defined under Advisers Act) with any Applicable Seller Party has for a period of five (5) years prior to the date hereof been convicted of any crime or is or has been subject to any disqualification that would be a basis for denial, suspension or revocation of registration of an investment adviser under Section 203(e) of Advisers Act or Rule 206(4)-4(b) thereunder or of a broker-dealer under Section 15 of the 1934 Act. Neither any Applicable Seller Party nor any Affiliated Person of any of them has been convicted of any felony or misdemeanor described in Section 9(a)(1) of the 1940 Act, nor has any Affiliated Person of any Applicable Seller Party been subject, or is presently subject, to any injunction or Commission order that would prevent such Person from acting or serving as an investment adviser, underwriter, broker-dealer, employee, officer, trustee or director of an investment company under Sections 9(a)(2) or 9(b) of the 1940 Act, and there is no proceeding or investigation pending or, to any Seller Party’s Knowledge, threatened, that is reasonably likely to become the basis for any such injunction or Commission order.
No Convictions, Sanctions or Other Violations. No Person “associated” (as defined under Advisers Act) with Federated has for a period of five (5) years prior to the date hereof been convicted of any crime or is or has been subject to any disqualification that would be a basis for denial, suspension or revocation of registration of an investment adviser under Section 203(e) of Advisers Act or Rule 206(4)-4(b) thereunder or of a broker-dealer under Section 15 of the 1934 Act. Neither Federated nor any Affiliated Person of Federated has been convicted of any felony or misdemeanor described in Section 9(a)(1) of the 1940 Act, nor has any Affiliated Person of Federated been subject, or is presently subject, to any injunction or Commission order that would prevent such person from acting or serving as an investment adviser, underwriter, broker-dealer, employee, officer, trustee or director of an investment company under Sections 9(a)(2) or (b) of the 1940 Act, and there is no proceeding or investigation pending or, to Federated’s Knowledge, threatened, that is reasonably likely to become the basis for any such injunction or Commission order.
No Convictions, Sanctions or Other Violations. Neither the Adviser nor any Affiliated Person of the Adviser has been convicted of any felony or misdemeanor described in Section 9(a)(1) of the 1940 Act, nor has any Affiliated Person of the Adviser been subject, or is presently subject, to any injunction or Commission order that would prevent such Person from acting or serving as an investment adviser, underwriter, broker-dealer, employee, officer, trustee or director of an investment company under Sections 9(a)(2) or 9(b) of the 1940 Act, and there is no proceeding or investigation pending or, to Adviser’s or the Owners’ Knowledge, threatened, that is reasonably likely to become the basis for any such injunction or Commission order.
No Convictions, Sanctions or Other Violations. Neither Federated nor any Affiliated Person of Federated has been convicted of any felony or misdemeanor described in Section 9(a)(1) of the 1940 Act, nor has any Affiliated Person of Federated been subject, or is presently subject, to any injunction or Commission order that would prevent such person from acting or serving as an investment adviser, underwriter, broker-dealer, employee, officer, trustee or director of an investment company under Sections 9(a)(2) or (b) of the 1940 Act and, except as publicly disclosed by Federated, there is no proceeding or investigation pending or, to Federated’s Knowledge, threatened, that is reasonably likely to become the basis for, any such injunction or Commission order.
No Convictions, Sanctions or Other Violations. Neither Silvercrest nor, to Silvercrest’s knowledge, any “person associated with an investment adviser” (as defined in the Advisers Act as applied to Silvercrest as if it were an investment adviser) is ineligible pursuant to Section 203 of the Advisers Act to serve as an investment adviser or as a person associated with an investment adviser, or, except as disclosed in Silvercrest’s reports filed under the 1934 Act or Schedule 4.1.4, pursuant to Rule 206(4)-3 under the Advisers Act to serve as a solicitor, and has been the subject of any legal or disciplinary event that must be disclosed to Clients under Form ADV. There is no judicial or administrative action, suit, proceeding, investigation or other Litigation pending or, to Silvercrest’s knowledge, threatened that could reasonably be expected to result in Silvercrest (or, to Silvercrest’s knowledge, any Affiliated Person that is a subsidiary of Silvercrest or any “person associated with an investment adviser” as contemplated above) becoming ineligible to serve in such positions or requiring disclosure to Clients of Silvercrest or its advisory Affiliates.
No Convictions, Sanctions or Other Violations. Federated Hermes is not ineligible (whether by virtue of its own conduct, acts or omissions or by virtue of the conduct, acts or omissions of its Affiliates) under Section 9(a) or 9(b) of the 1940 Act to serve as an investment adviser (or in any other capacity contemplated by the 0000 Xxx) to a registered investment company. Neither Federated Hermes nor, to Federated Hermes’ Knowledge, any “person associated with an investment adviser” (as defined in the Advisers Act as applied to Federated Hermes as if it were an investment adviser) is ineligible pursuant to Section 203 of the Advisers Act to serve as an investment adviser or as a person associated with an investment adviser, or, except as disclosed in Federated Hermes’ reports filed under the 1934 Act or Schedule 4.1.4, pursuant to Rule 206(4) 3 under the Advisers Act to serve as a solicitor, and has been the subject of any legal or disciplinary event that must be disclosed to Clients pursuant to Rule 206(4)-4 promulgated under the Advisers Act. There is no judicial or administrative action, suit, proceeding, investigation or other Litigation pending or, to Federated Hermes’ Knowledge, threatened that could reasonably be expected to result in Federated Hermes (or, to Federated Hermes’ Knowledge, any Affiliate that is a subsidiary of Federated Hermes or any “person associated with an investment adviser” as contemplated above) becoming ineligible to serve in such positions or requiring disclosure to Clients of Federated Hermes’ advisory Affiliates.
No Convictions, Sanctions or Other Violations. Neither the Company, nor any Fund, nor any other Person “associated” (as defined under the Advisers Act) with the Company, nor any director, officer or, to Shareholders’ Knowledge, employee of the Company:
(a) has been convicted of (i) any felony, (ii) any misdemeanor related to theft, fraud or misrepresentation, or (iii) any crime related to the securities industry; or
(b) is subject to any disqualification, censure or revocation of any applicable registration or license that would limit (i) the performance of any duties by the Person holding the registration or license on behalf of the Business or (ii) the ability of the Company to perform its Business.
