Common use of Regulatory Documents Clause in Contracts

Regulatory Documents. (a) Since January 1, 1998, the Company, its Subsidiaries, the Non-Registered Funds and, to the Knowledge of the Symphony Parties, the Funds, have timely filed all forms, reports, registration statements, schedules and other documents, together with any amendments required to be made with respect thereto, that were required to be filed with any Governmental Authority, including the SEC and the NASD, and have timely paid in full all fees and assessments due and payable in connection therewith other than such failures to timely file or pay that would not reasonably be expected to result in a Company Material Adverse Effect. Each of the Company and its Subsidiaries is, and has been since the later of its inception and January 1, 1995, duly registered as an investment adviser under the Advisers Act and under all applicable state statutes (if required to be so registered under Applicable Law) and duly registered and licensed under all Applicable Laws or exempt therefrom, except as would not reasonably be expected to have a Company Material Adverse Effect. Section 2.6 of the Company Disclosure Schedule lists the jurisdictions in which the Company and its Subsidiaries are registered as investment advisers or are required to give notice that they are acting as investment advisers and in which they are required to be registered or licensed in any other capacity pursuant to any of the Securities Laws. Each such registration or license is, and when required by Applicable Law has been, in full force and effect. (b) As of their respective dates, the Regulatory Documents of the Company, its Subsidiaries, the Non-Registered Funds and, to the Knowledge of the Symphony Parties, the Funds, complied in all material respects with Applicable Laws, and none of such Regulatory Documents (other than those relating to the Funds), as of their respective dates or as of such other dates as so required under Applicable Law, contained any untrue statement of a material fact or 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 under which they were made, not misleading. The Company has previously delivered to Buyer a true, correct and complete copy of each such Regulatory Document filed with the SEC by the Company, its Subsidiaries and the Non-Registered Funds after January 1, 1998 and prior to the date hereof.

Regulatory Documents. (a) Since January 1, 1998, the Company, its Subsidiaries, the Non-Registered Funds and, to the Knowledge Each of the Symphony Parties, the Funds, have Company and Seller has timely filed all forms, reports, notices, registration statementsstatements and supplements thereto, schedules advertising or marketing materials and all other documents, together with any amendments required to be made with respect theretothereto (except any nonmaterial amendments that may be required as a result of the Conversion), that were requested or required to be filed with any Governmental Authority, including the SEC and or any Self Regulatory Organization (collectively, the NASD“Regulatory Documents”), and have has timely paid in full all fees and assessments due and payable in connection therewith other than such failures therewith. (b) The Company and each of its officers and employees which is or who are required to timely file or pay that would not reasonably be expected to result in a Company Material Adverse Effect. Each registered, if so required by the nature of their business, are and have been (and the Company and its Subsidiaries is, and has been since the later each such of its inception officers and January 1, 1995, employees as of the Closing Date will be and have been) duly registered (i) as an investment adviser under the Advisers Act and under all applicable state statutes statutes, (if required to be so registered ii) as an investment adviser representative (as defined in the Advisers Act) under Applicable Lawapplicable state statutes, (iii) as a broker-dealer under the Exchange Act and duly registered under applicable state statutes, (iv) as a commodities trading adviser, commodity pool operator, futures commission merchant and/or introducing broker under the Commodity Exchange Act and licensed under applicable state statutes, and (v) with all Applicable Laws or exempt therefromother applicable Governmental Authorities (including Self Regulatory Organizations), except as would not reasonably be expected to have a Company Material Adverse Effect. Section 2.6 of where any such registration is necessary in order for the Company Disclosure to conduct its business in accordance with applicable Law. Schedule 2.7(b) lists the jurisdictions in Governmental Authorities (including Self Regulatory Organizations) with which the Company is registered and its Subsidiaries are registered as investment advisers or are required to give notice that they are acting as investment advisers and the capacity in which they are required to be registered or licensed in any other capacity pursuant to any of the Securities Lawsit is registered. Each such registration or license is, and when required by Applicable Law has been, is in full force and effect. Seller has made available to Buyer a true, complete and correct copy of all registration forms filed by the Company or to be filed by the Company to accomplish the registrations listed on Schedule 2.7(b). (bc) As The Regulatory Documents of their respective datesthe Company and Seller comply and have complied with the requirements of all applicable Laws (including the Exchange Act, the Securities Act, the 1940 Act and the Advisers Act and all rules and regulations thereunder, including the rules and regulations of all Self Regulating Organizations) applicable to such Regulatory Documents, and none of the Regulatory Documents of either the Company, its Subsidiaries, the Non-Registered Funds and, to the Knowledge of the Symphony Parties, the Funds, complied in all material respects with Applicable Laws, and none of such Regulatory Documents (other than those relating to the Funds)Company or Seller, as of their respective dates or as of such other dates as so required under Applicable Lawdates, contained any untrue statement of a material fact or 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 under which they were made, not misleading. The Company has previously delivered to Buyer a true, correct and complete copy of each such Regulatory Document filed with the SEC by the Company, its Subsidiaries and the Non-Registered Funds after January 1, 1998 and prior to the date hereof.

Regulatory Documents. (a) Since Except as set forth in Schedule 2.5, since January 1, 19981993, the Company, its Subsidiaries, the Non-Registered Funds and, to the Knowledge of the Symphony Parties, the Funds, have Company has timely filed all material forms, reports, registration statements, schedules and other documents, together with any amendments required to be made with respect thereto, that were required to be filed with any Governmental Authority, including the SEC and the National Association of Securities Dealers, Inc. ("NASD"), and have timely paid in full all fees and assessments due and payable in connection therewith other than therewith, except for such failures to timely file or pay that would not reasonably be expected to result in a Company Material Adverse Effect. Each of the Company and its Subsidiaries is, and has been since the later of its inception and January 1, 1995, duly registered as an investment adviser under the Advisers Act and under all applicable state statutes (if required to be so registered under Applicable Law) and duly registered and licensed under all Applicable Laws or exempt therefrom, except as would not reasonably be expected to not, individually or in the aggregate, have a Company Material Adverse Effect. Section 2.6 of The Company is and has been since January 1983 duly registered as an investment advisor under the Company Disclosure Advisers Act and is not required to be registered as an invest- ment advisor in any state where it is not currently registered. Schedule 2.5(a) lists the jurisdictions states in which the Company and its Subsidiaries are registered is regis- tered as an investment advisers or are required to give notice that they are acting as investment advisers and in which they are required to be registered or licensed in any other capacity pursuant to any of the Securities Lawsadvisor. Each such Such federal registration or license is, and when required by Applicable Law has been, is in full force and effect. (b) As of their respective dates, the Regulatory Documents of the Company, Company and its Subsidiaries, the Non-Registered Funds and, to the Knowledge of the Symphony Parties, the Funds, Affiliates filed since January 1993 complied in all material respects with Applicable the requirements of the Securities Laws, as the case may be, and the rules and reg- ulations of the SEC promulgated thereunder applicable to such Regulatory Documents, except for such instances of non-compli- ance that, individually or in the aggregate, have not had, and are not reasonably expected to have, a Company Material Adverse Effect, and none of such Regulatory Documents (other than those relating to the Funds)Documents, as of their respective dates or as of such other dates as so required under Applicable Lawre- spective dates, contained any untrue statement of a material fact or 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 under which they were made, not misleading. The Company has previously delivered or made available to Buyer a true, correct and complete copy of each such Regulatory Document Documents filed with the SEC by the Company, its Subsidiaries and the Non-Registered Funds after January 1, 1998 1994 and prior to the date hereofhereof (including a Form ADV of the Company) and will deliver to Buyer promptly after the filing thereof a true, correct and complete copy of each Regulatory Document filed by the Company or their Affiliates with the SEC after the date hereof and prior to the Closing Date.

Regulatory Documents. (a) Since Except as set forth in Schedule 2.5(a), since January 1, 19981993, the Company, its Subsidiaries, the Non-Registered Funds and, to the Knowledge each of the Symphony Parties, the Funds, have NA and NIG has timely filed all material forms, reports, registration statements, schedules and other documents, together with any amendments required to be made with respect thereto, that were required to be filed with any Governmental Authority, including the SEC and the National Association of Securities Dealers, Inc. ("NASD"), and have timely paid in full all fees and assessments due and payable in connection therewith other than such failures to timely file or pay that would not reasonably be expected to result in a Company Material Adverse Effecttherewith. Each of the Company and its Subsidiaries is, NIG is and has been since the later of its inception and January 1September 11, 1995, 1987 duly registered as an investment adviser advisor under the Advisers Act and under all applicable state statutes (if required to be so registered under Applicable Law) and duly registered and licensed under all Applicable Laws or exempt therefrom, except as would is not reasonably be expected to have a Company Material Adverse Effect. Section 2.6 of the Company Disclosure Schedule lists the jurisdictions in which the Company and its Subsidiaries are registered as investment advisers or are required to give notice that they are acting as investment advisers and in which they are required to be registered or licensed as an investment advisor in any other capacity pursuant state where it is not currently registered. Schedule 2.5(a) lists the states in which NIG is registered as an investment advisor or is subject to notification or filing fee requirements. NIG's federal registration and each state registration is in full force and effect. NA is and has been since April 22, 1977 duly registered as a broker-dealer under the Exchange Act and is not required to be registered as a broker-dealer in any of state where it is not currently registered. Schedule 2.5(a) lists the Securities Lawsstates in which NA is registered as a broker-dealer. Each such NA's federal registration or license is, and when required by Applicable Law has been, each state registration is in full force and effect. (b) As of their respective dates, the Regulatory Documents of the CompanyNA, NIG and its Subsidiaries, the Non-Registered Funds and, to the Knowledge of the Symphony Parties, the Funds, Affiliates filed since January 1993 complied in all material respects with Applicable the requirements of the Securities Laws, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Regulatory Documents, and none of such Regulatory Documents (other than those relating to the Funds)Documents, as of their respective dates or as of such other dates as so required under Applicable Lawdates, contained any untrue statement of a material fact or 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 under which they were made, not misleading. The Company has previously delivered or made available to Buyer a true, correct and complete copy of each such Regulatory Document Documents filed with the SEC by the Company, its Subsidiaries and the Non-Registered Funds after January 1, 1998 1993 and prior to the date hereofhereof (including a Form ADV of NIG and a Form BD of NA) and will deliver to Buyer promptly after the filing thereof a true, correct and complete copy of each Regulatory Document filed by the Company or their Affiliates with the SEC after the date hereof and prior to the Closing Date.

Regulatory Documents. (a) Since January 1, 19981999, the Company, its Subsidiaries, the Non-Registered Funds and, to the Knowledge of the Symphony Parties, the Funds, Company and PBF have timely filed all forms, reports, registration statements, schedules and other documents, together with any amendments required to be made with respect thereto, that were required to be filed with any Governmental Authority, including the SEC and the NASD, and have timely paid in full all fees and assessments due and payable in connection therewith other than such failures to timely file or pay that would not not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse EffectEffect or a material adverse effect on PBF. Each of the Company and its Subsidiaries is, and has been since the later of its inception and Since January 1, 19951996, the Company has been (i) duly registered as an investment adviser under the Advisers Act and under all applicable state statutes (if required to be so registered under Applicable Law) and (ii) duly registered and licensed under all other Applicable Laws or exempt therefrom, except except, in the case of clause (ii), as would not not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Section 2.6 2.6(a) of the Company Disclosure Schedule lists the jurisdictions in which the Company and its Subsidiaries are is registered as an investment advisers adviser or are is required to give notice that they are it is acting as an investment advisers adviser and in which they are it is required to be registered or licensed in any other capacity pursuant to any of the Securities Laws. Each such registration or license is, and when required by Applicable Law has been, in full force and effect. (b) As of their respective dates, the Regulatory Documents of the Company, its Subsidiaries, the Non-Registered Funds and, to the Knowledge each of the Symphony Parties, the Funds, Company and PBF complied in all material respects with Applicable LawsLaws as in effect at the time the Regulatory Documents were filed, and none of such Regulatory Documents (other than those relating to of the Funds)Company or PBF, as of their respective dates or as of such other dates as so required under Applicable Law, contained any untrue statement of a material fact or 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 under which they were made, not misleading. The Company has previously delivered to Buyer a true, correct and complete copy of each such Regulatory Document filed with the SEC by the Company, its Subsidiaries and the Non-Registered Funds Company after January 1, 1998 1999 and prior to the date hereof, and will deliver or make available to Buyer promptly after the filing thereof a true, correct and complete copy of each Regulatory Document filed with the SEC by the Company after the date hereof and prior to the Closing Date.

Regulatory Documents. (a) Since Except as set forth in Schedule 2.5, since January 1, 19981994, the Company, its Subsidiaries, the Non-Registered Funds and, to the Knowledge of the Symphony Parties, the Funds, have Company has timely filed all material forms, reports, registration statements, schedules and other documents, together with any amendments required to be made with respect thereto, that were required to be filed with any Governmental Authority, including the SEC and the NASDSEC, and have timely paid in full all fees and assessments due and payable in connection therewith other than such failures to timely file or pay that would not reasonably be expected to result in a therewith. The Company Material Adverse Effect. Each of the Company and its Subsidiaries is, and has been since the later of its inception and January 1, 1995, is duly registered as an investment adviser under the Advisers Act and under all applicable state statutes (if required to be so registered under Applicable Law) and duly registered and licensed under all Applicable Laws relating to the Company. The Company has delivered to Buyer a true and complete copy of the Company's currently effective Form ADV, as filed with the SEC, and has made available to Buyer all state, Federal and foreign registration forms, all prior Form ADV filings and all reports filed by the Company with the SEC under the Advisers Act and the rules promulgated thereunder or exempt therefromotherwise and under similar state, Federal and foreign statutes within the last five years, and will provide to Buyer such forms and reports as are filed from and after the date hereof and prior to the Closing Date. The information contained in such forms and reports was or will be true and complete as of the time of filing and, except as would not reasonably be expected to have indicated on a Company Material Adverse Effect. Section 2.6 of subsequent form or report filed before the Company Disclosure Schedule lists the jurisdictions in which the Company and its Subsidiaries are registered as investment advisers or are required to give notice that they are acting as investment advisers and in which they are required Closing Date, continue to be registered or licensed in any other capacity pursuant to any of the Securities Lawstrue and complete. Each such registration or license is, and when required by Applicable Law has been, is in full force and effect. Schedule 2.5(a) lists the states in which the Company has made all notice filings required in connection with its status as an investment advisor. Except for SPLC, neither the Company nor to the knowledge of the Company any "associated person" (as defined in the Exchange Act) thereof, as applicable, is required to register as a broker-dealer or as an associated person to a registered broker-dealer. (b) As of their respective dates, the Regulatory Documents of the CompanyCompany and its Affiliates filed since January 1, its Subsidiaries, the Non-Registered Funds and, to the Knowledge of the Symphony Parties, the Funds, 1994 complied in all material respects with Applicable the requirements of the Securities Laws, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Regulatory Documents, and none of such Regulatory Documents (other than those relating to the Funds)Documents, as of their respective dates or as of such other dates as so required under Applicable Lawdates, contained any untrue statement of a material fact or 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 under which they were made, not misleading. The Company has previously delivered or made available to Buyer a true, correct and complete copy of each such Regulatory Document Documents filed with the SEC by the Company, its Subsidiaries and the Non-Registered Funds after January 1, 1998 1994 and prior to the date hereofhereof (including a Form ADV of the Company) and will deliver to Buyer promptly after the filing thereof a true, correct and complete copy of each Regulatory Document filed by the Company or their Affiliates with the SEC after the date hereof and prior to the Closing Date.