Representations and Warranties of Citigroup. Citigroup, on behalf of itself and the other Citigroup Transferors, represents and warrants to Morgan Stanley and the Company that, except (i) as set forth in the Amended and Restated Disclosure Letter delivered as of the date hereof by Citigroup to Morgan Stanley (the “Citigroup Disclosure Letter”) or in the most recent Form ADV Part I, Form ADV Part II (or brochure in lieu thereof) or Form BD filed (or in the case of Form ADV Part II, prepared) by Citigroup Subsidiaries and provided to Morgan Stanley prior to January 13, 2009, (ii) to the extent that any of the representations and warranties set forth below relate to or apply to the Citigroup Excluded Assets, the Citigroup Excluded Liabilities or the Citigroup Excluded Businesses and do not impact the Citigroup Contributed Assets, Citigroup Contributed Business, Citigroup Contributed Subsidiaries or Citigroup Contributed Liabilities and (iii) to the extent that any of the representations and warranties set forth below relate to the IIG/IFG/CCI Business:
Representations and Warranties of Citigroup. Citigroup represents to Xxxx Xxxxx as follows:
Representations and Warranties of Citigroup. Citigroup represents and warrants to the Client that:
Representations and Warranties of Citigroup. Section 4.1 Organization and Good Standing 17 Section 4.2 CAM Subsidiaries; Other Interests 17 Section 4.3 Authorization; Binding Obligations 18 Section 4.4 No Conflicts 18 Section 4.5 Approvals 18 Section 4.6 Litigation 19 Section 4.7 Compliance with Requirements of Law; Regulatory Matters 19 Section 4.8 CAM Registered Investment Companies 23 Section 4.9 CAM Non-Registered Funds 25 Section 4.10 ERISA Fiduciary Matters 26 Section 4.11 Other Investment Advisory Activities 26 Section 4.12 Financial Statements 27 Section 4.13 Title; Sufficiency of Assets 27 Section 4.14 Employee Benefit Plans; Employee Matters 28 Section 4.15 Undisclosed Liabilities 30 Section 4.16 Absence of Certain Changes 31 Section 4.17 CAM Real Property 32 Section 4.18 Certain Contracts 33 Section 4.19 Intellectual Property 35 Section 4.20 Taxes 36 Section 4.21 Assets Under Management 37 Section 4.22 Acquisition of Shares for Investment 37 Section 4.23 Environmental Matters 37 Section 4.24 Affiliate Transactions 38 Section 4.25 No Citigroup Stockholder Vote Required 38 Section 4.26 Brokers 38
Representations and Warranties of Citigroup. Except as set forth in the Citigroup Disclosure Letter, Citigroup hereby represents and warrants to Xxxx Xxxxx as set forth below in this Article IV.
