Common use of No Default or Breach; Contractual Obligations Clause in Contracts

No Default or Breach; Contractual Obligations. Neither the Company nor any of its Subsidiaries has received notice of a default under and no such entity is in default under, or with respect to, any Contractual Obligation which relates to the Business and/or to which the Company or any of its Subsidiaries is a party and no condition exists that with notice or lapse of time or both could constitute a default or cause the acceleration of any of the obligations of any such entity thereunder, except where such default would not be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect. Schedule 3.8 lists all of the Contractual Obligations to which the Company or any of its Subsidiaries is a party or which otherwise relate to the Business (i) which involve an amount in excess of $75,000 in remaining obligations as of the date hereof; (ii) under which the Company or any of its Subsidiaries agrees to indemnify any party or to share Tax liability of any party; (iii) which restrict or prevent the Company or any of its Subsidiaries from competing in any line of business or with any Person in any geographical area or which restrict or prevent any other Person from competing with the Company or any of its Subsidiaries in any line of business or in any geographical area; (iv) relating to the acquisition by the Company or any of its Subsidiaries of any operating business or any shares of capital stock of any other Person; (v) relating to Indebtedness in excess of $50,000; (vi) containing obligations or liabilities of any kind to holders of the shares of the Company or any of its Subsidiaries as such (including an obligation to register any of such securities under any foreign, federal or state securities laws); (vii) providing for the payment by the Company or any of its Subsidiaries of royalties, profits or similar payments to any other Person that could reasonably be expected to exceed $50,000; (viii) which restrict or prevent the Company or any of its Subsidiaries from declaring or paying dividends or declaring or making other distributions to any holder of shares of capital stock of such entity; or (ix) which are otherwise material to the Business or the Condition of the Company. The Company has heretofore delivered to, or caused to be delivered to, the Prior Purchasers true, correct and complete copies of all documents memorializing any and all of the Contractual Obligations (including all modifications, amendments and supplements) described in the immediately preceding sentence. All of such Contractual Obligations are valid, in full force and effect and binding upon the Company or one of its Subsidiaries, as the case may be, and the other parties thereto. To the Knowledge of the Company, no other party to any such Contractual Obligation is in material default or breach thereunder, nor does any condition exist that with notice or lapse of time or both would constitute a default or breach by such other party thereunder or give any party thereto a right to accelerate, terminate or modify such Contractual Obligation. The Company or its Subsidiaries, as applicable, will continue to be entitled to all benefits under such Contractual Obligations following the Closing.

No Default or Breach; Contractual Obligations. Neither the Company nor any of its Subsidiaries has received notice of a default under and no such entity is in default under, or with respect to, any Contractual Obligation which relates to the Business and/or to which the Company or any of its Subsidiaries is a party and no condition exists that with notice or lapse of time or both could constitute a default or cause the acceleration of any of the obligations of any such entity thereunder, except where such default would not be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect. Schedule 3.8 lists all of the Contractual Obligations to which the Company or any of its Subsidiaries is a party or which otherwise relate to the Business (i) which involve an amount in excess of $75,000 in remaining obligations as of the date hereof; (ii) under which the Company or any of its Subsidiaries agrees to indemnify any party or to share Tax liability of any party; (iii) which restrict or prevent the Company or any of its Subsidiaries from competing in any line of business or with any Person in any geographical area or which restrict or prevent any other Person from competing with the Company or any of its Subsidiaries in any line of business or in any geographical area; (iv) relating to the acquisition by the Company or any of its Subsidiaries of any operating business or any shares of capital stock of any other Person; (v) relating to Indebtedness in excess of $50,000; (vi) containing obligations or liabilities of any kind to holders of the shares of the Company or any of its Subsidiaries as such (including an obligation to register any of such securities under any foreign, federal or state securities laws); (vii) providing for the payment by the Company or any of its Subsidiaries of royalties, profits or similar payments to any other Person that could reasonably be expected to exceed $50,000; (viii) which restrict or prevent the Company or any of its Subsidiaries from declaring or paying dividends or declaring or making other distributions to any holder of shares of capital stock of such entity; or (ix) which are otherwise material to the Business or the Condition of the Company. The Company has heretofore delivered to, or caused to be delivered to, the Prior Purchasers true, correct and complete copies of all documents memorializing any and all of the Contractual Obligations (including all modifications, amendments and supplements) described in the immediately preceding sentence. All of such Contractual Obligations are valid, in full force and effect and binding upon the Company or one of its Subsidiaries, as the case may be, and the other parties thereto. To the Knowledge of the Company, no other party to any such Contractual Obligation is in material default or breach thereunder, nor does any condition exist that with notice or lapse of time or both would constitute a default or breach by such other party thereunder or give any party thereto a right to accelerate, terminate or modify such Contractual Obligation. The Company or its Subsidiaries, as applicable, will continue to be entitled to all benefits under such Contractual Obligations following the Closing.

No Default or Breach; Contractual Obligations. Neither Except for those contracts, commitments, plans, agreements and licenses set forth in Section 3.10 of the Disclosure Letter (it being understood that the Sellers shall be permitted to provide the Purchaser with a supplement to Section 3.10 of the Disclosure Letter to reflect the entering into, or amendment, supplement or other modification of, any Material Contract after the date hereof and prior to the Closing Date in compliance with this Agreement), the Advisory Contracts and Strategic Financing Agreements described in Section 3.9 of the Disclosure Letter and the Real Property Leases described in Section 3.8 of the Disclosure Letter (true and complete copies of which (including all modifications, amendments and supplements thereto) have been made available to the Purchaser) (collectively, the "MATERIAL CONTRACTS"), neither the Company nor any Subsidiary is a party to or subject to (or otherwise bound by) any of its Subsidiaries has received notice the following: (a) any Advisory Contract or other Contractual Obligation for the provision of a default under and no such entity is in default under, or with respect to, Investment Management Services; (b) any Contractual Obligation which relates for the provision of services other than Investment Management Services to the Business and/or to which Clients of either of the Company or any of its Subsidiaries is a party and no condition exists that with notice or lapse of time or both could constitute a default or cause the acceleration of any of the obligations of any such entity thereunder, except where such default would not be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect. Schedule 3.8 lists all of the Contractual Obligations pursuant to which the Company or such Subsidiary receives in excess of $100,000 annually; (c) any Contractual Obligation related to any directed brokerage, revenue sharing or related arrangements; (d) any Contractual Obligation related to any "soft dollar" or similar arrangement; (e) any Contractual Obligation (other than existing Benefit Plans, which are covered by Section 3.25) with any current or former director, officer, shareholder, member or employee of the Company or any of its Subsidiaries is a party or which otherwise relate to with any of the Business respective Affiliates or Immediate Family members of any such Persons; (if) which involve any Contractual Obligation for the purchase of any data, assets, material or equipment in an amount in excess exceeding $200,000 annually; (g) any other Contractual Obligation creating any obligations of $75,000 in remaining obligations as of the date hereof; (ii) under which either the Company or any of its Subsidiaries agrees to indemnify pay amounts in excess of $200,000 annually, with respect to any party such Contractual Obligation not specifically disclosed elsewhere under this Agreement; (h) any Contractual Obligation for the sale of all or to share Tax liability any material portion of any party; (iii) which restrict or prevent the assets of the Company or any Subsidiary or any Contractual Obligation for the purchase of its Subsidiaries from competing in all or any line material portion of business or with any Person in any geographical area or which restrict or prevent the assets of any other Person from competing with requiring payment of an amount in excess of $200,000, other than goods and services (not exceeding $200,000 in the Company or any of its Subsidiaries aggregate) in any line the ordinary course of business or in consistent with past practice; (i) any geographical area; (iv) Contractual Obligation relating to the acquisition by the Company or any of its Subsidiaries of any operating business or any shares a material portion of the capital stock or other ownership interests of any other Person; , to the extent the Company or any of its Subsidiaries has any remaining obligations thereunder; (vj) relating to Indebtedness in excess of $50,000; any partnership or joint venture agreement or other similar Contractual Obligations; (vik) any Contractual Obligation containing obligations or liabilities of any kind to holders of the shares an obligation of the Company or any of its Subsidiaries as such to indemnify any other Person (including an obligation other than indemnification obligations contained in Contractual Obligations entered into in the ordinary course of business with vendors, suppliers or providers of office equipment and office services); (l) any Contractual Obligation with any investment or research consultant, solicitor or sales agent, or otherwise with respect to register any the referral of such securities under any foreign, federal or state securities laws); (vii) providing for the payment by business to either of the Company or any of its Subsidiaries (including any agreement with respect to solicitation of royaltiesprospective investors in any CDOs or Hedge Funds); PROVIDED, profits or similar payments that any such Contractual Obligations with respect to SPhinX shall only be set forth to the extent such Seller has Knowledge of such Contractual Obligation); (m) any other Person that could reasonably be expected to exceed $50,000; (viii) which restrict or prevent Contractual Obligation containing covenants limiting the freedom of either of the Company or any of its Subsidiaries from declaring to engage in any line of business or paying dividends with any Person; (n) any Contractual Obligation providing for the borrowing or declaring lending of money in excess of $100,000; (o) any Contractual Obligation with SLA, Sumitomo Life or making other distributions to any holder of shares of capital stock of such entity; or their controlled Affiliates; (ixp) which are otherwise material any Contractual Obligation relating to the Business warehousing of securities in connection with any CDO; (q) any Contractual Obligation relating to the engagement of any financial institution (other than with any rating agency, trustee or routine service provider) in connection with the Condition formation or offering of any securities of any CDO; (r) any Contractual Obligation relating to the settlement of any Claim pursuant to which the Company or any of its Subsidiaries is obligated to make or is entitled to receive payments in excess of $100,000 or is the subject of injunctive relief or other equitable remedies; or (s) any other material Contractual Obligation relating to the business of either of the CompanyCompany or any Subsidiary to which either the Company or any Subsidiary is a party or otherwise bound. The Company has heretofore delivered to, or caused to be delivered to, the Prior Purchasers true, correct and complete copies of all documents memorializing any and all Each of the Contractual Obligations (including all modifications, amendments and supplements) described in the immediately preceding sentence. All of such Contractual Obligations are valid, Material Contracts is in full force and effect and binding upon the Company or one its Subsidiary party thereto and, to the Knowledge of its Subsidiariessuch Seller, as the case may be, and the other parties thereto, except as (i) limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting enforcement of creditors' rights generally and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. None of the Company or any of its Subsidiaries is in material default under any Material Contract, nor, to the Knowledge of such Seller, has any event occurred which, with the giving of notice or the passage of time, or both, would give rise to such a material default. To the Knowledge of the Companysuch Seller, no each other party to any such Contractual Obligation each Material Contract is not in material default or breach thereunderunder any Material Contract and no event has occurred which, nor does any condition exist that with the giving of notice or lapse the passage of time time, or both both, would constitute give rise to such a default or breach by such other party thereunder or give any party thereto a right material default. Each of the Company and each Subsidiary has complied in all material respects with and is in compliance in all material respects with the Client's guidelines and restrictions applicable to accelerate, terminate or modify such Contractual Obligation. The the Company or any of its SubsidiariesSubsidiaries set forth in any Advisory Contract or applicable prospectus, as applicableoffering memorandum or, will continue to be entitled to all benefits under the Knowledge of such Contractual Obligations following the ClosingSeller, any written marketing material for any collective investment vehicle or other governing documents for any Client.

No Default or Breach; Contractual Obligations. Neither (a) All of the Contractual Obligations filed as exhibits or described in the SEC Reports or which are otherwise material to the Condition of the Company (collectively, the "Material Contractual Obligations") are valid, subsisting, in full force and effect and binding upon the Company or its Subsidiaries, as the case may be, and, to the knowledge of the Company, the other parties thereto, and, the Company and each of its Subsidiaries has paid in full or accrued all material amounts due thereunder and has satisfied in full or provided for all of its material liabilities and obligations thereunder. Except as disclosed in the SEC Reports, neither the Company nor any of its Subsidiaries has received notice of a default under and no such entity or is in default under, or with respect to, any Material Contractual Obligation which relates to the Business and/or to which the Company or any of its Subsidiaries is a party and no condition exists that with notice or lapse of time or both could constitute a default or cause the acceleration of any of the obligations of any such entity thereunder, except where such default would not be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect. Schedule 3.8 lists all of the Contractual Obligations to which the Company or any of its Subsidiaries is a party or which otherwise relate to the Business (i) which involve an amount in excess of $75,000 in remaining obligations as of the date hereof; (ii) under which the Company or any of its Subsidiaries agrees to indemnify any party or to share Tax liability of any party; (iii) which restrict or prevent the Company or any of its Subsidiaries from competing in any line of business or with any Person in any geographical area or which restrict or prevent any other Person from competing with the Company or any of its Subsidiaries in any line of business or in any geographical area; (iv) relating to the acquisition by the Company or any of its Subsidiaries of any operating business or any shares of capital stock of any other Person; (v) relating to Indebtedness in excess of $50,000; (vi) containing obligations or liabilities of any kind to holders of the shares of the Company or any of its Subsidiaries as such (including an obligation to register any of such securities under any foreign, federal or state securities laws); (vii) providing for the payment by the Company or any of its Subsidiaries of royalties, profits or similar payments to any other Person that could reasonably be expected to exceed $50,000; (viii) which restrict or prevent the Company or any of its Subsidiaries from declaring or paying dividends or declaring or making other distributions to any holder of shares of capital stock of such entity; or (ix) which are otherwise material to the Business or the Condition of the Company. The Company has heretofore delivered to, or caused to be delivered to, the Prior Purchasers true, correct and complete copies of all documents memorializing any and all of the Contractual Obligations (including all modifications, amendments and supplements) described in the immediately preceding sentence. All of such Contractual Obligations are valid, in full force and effect and binding upon the Company or one of its Subsidiaries, as the case may be, and the other parties thereto. To the Knowledge of the Company, no other party to any such Contractual Obligation is in material default or breach thereunder, nor does any condition exist that with notice or lapse of time or both would constitute a material default thereunder. Except as disclosed in the SEC Reports, no other party to any such Material Contractual Obligation is in default thereunder, nor, to the knowledge of the Company, does any condition exist that with notice or breach lapse of time or both would constitute a default by such other party thereunder thereunder. (b) No audit, investigation or give review, including, without limitation, by the Defense Contract Audit Agency, of any party thereto a right government contract or agreement is expected by the Company to accelerateresult in the disallowance of, terminate or modify such Contractual Obligation. The claim for, any amount in excess of $500,000.00 paid or payable to or by the Company or any of its Subsidiaries under such contract or agreement, whether as a result of excess payments, excess profit recapture or otherwise. Neither the Company nor any of its Subsidiaries has been terminated for default under any government contract, subcontract or agreement. There is no event, circumstance or claim known to the Company which will or could reasonably be expected to result in the Company or any of its Subsidiaries receiving a termination for default under any currently effective government contract, subcontract or agreement or a termination for convenience under any currently effective Material Contractual Obligation of the Company or any of its Subsidiaries, as applicable, will continue to be entitled to all benefits under such Contractual Obligations following the Closing.