REPRESENTATIONS AND WARRANTIES OF GECC AND SELLER. 18 Section 3.1 Organization 18 Section 3.2 Authorization; Enforceability 18 Section 3.3 Compliance with Laws 19 Section 3.4 Non-Contravention; Consents and Approvals 19 Section 3.5 Fee Statements 20 Section 3.6 Absence of Certain Changes and Events 20 Section 3.7 Regulatory Compliance 20 Section 3.8 CLO Issuers 21 Section 3.9 Assets 23 Section 3.10 CLO Management Agreements and the CLO Issuer Operative Documents 23 Section 3.11 Litigation 23 Section 3.12 Taxes 24 Section 3.13 Brokers 24 Section 3.14 Independent Investigation 24 Section 3.15 Affiliate Transactions 24 Section 3.16 Legends 24 ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER 25 Section 4.1 Organization 25 Section 4.2 Authorization; Enforceability 26 Section 4.3 Capitalization 26 Section 4.4 Compliance with Laws 27 Section 4.5 Non-Contravention; Consents and Approvals 28 Section 4.6 SEC Reports and Financial Statements 28 Section 4.7 No Undisclosed Liabilities 30 Section 4.8 Regulatory Compliance 30 Section 4.9 Litigation 31 Section 4.10 Issuance of Parent Common Stock and Warrant 31 Section 4.11 Brokers 32 Section 4.12 Independent Investigation 32 Section 4.13 Registration Rights; Voting Rights 32 Section 4.14 Taxes 32 ARTICLE 5 COVENANTS AND AGREEMENTS 32 Section 5.1 Conduct of the Business 32 Section 5.2 Access to Information 34 Section 5.3 Publicity, GE Names and XX Xxxxx 34 Section 5.4 Notice of Events 35 Section 5.5 Commercially Reasonable Efforts; Filings and Authorizations 35 Section 5.6 Consents 36 Section 5.7 Recommendations 37 Section 5.8 Listing 37 Section 5.9 Further Assurances 37 Section 5.10 Confidentiality 38 Section 5.11 Tax Cooperation; Transfer Taxes; Tax Treatment 38 Section 5.12 Restricted Activities 38 Section 5.13 Non-Solicitation 38 Section 5.14 Managed Accounts 39 Section 5.15 Portfolio and Control Administration Systems and Activities 39
REPRESENTATIONS AND WARRANTIES OF GECC AND SELLER. Except as set forth in the corresponding sections of the disclosure schedule (the “Seller Disclosure Schedule”) Delivered by Seller to Purchaser and Parent concurrently herewith, GECC and Seller represent and warrant as of the date hereof and as of the applicable Closing to Purchaser and Parent as follows; provided, that GECC and Seller shall not make any representation or warranty to Purchaser and Parent (a) set forth in Section 3.14 and Section 3.16 as of any Delayed Closing or (b) as of any Closing, with respect to any Asset not being transferred in such Closing:
