REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGERSUBS. 43 Section 4.1 Organization 43 Section 4.2 Authorization; Enforceability 44 Section 4.3 Subsidiaries; Investments 45 Section 4.4 Capitalization 45 Section 4.5 Compliance with Laws 46 Section 4.6 Non-Contravention; Consents and Approvals 47 Section 4.7 SEC Reports and Financial Statements 48 Section 4.8 Absence of Certain Changes and Events 49 Section 4.9 No Undisclosed Liabilities 49 Section 4.10 Regulatory Compliance 50 Section 4.11 Parent CDO Issuers 51 Section 4.12 Contracts 54 Section 4.13 Intellectual Property 56 Section 4.14 Litigation 58 Section 4.15 Taxes 58 Section 4.16 Employee Benefit Plans 60 Section 4.17 Employment Matters 61 Section 4.18 Issuance of Parent Common Stock 62 Section 4.19 Brokers 62 Section 4.20 Independent Investigation 62 Section 4.21 Registration Rights; Voting Rights 63 Section 4.22 Other Investment Advisory Activities 63 Section 4.23 Affiliate Transactions 64 ARTICLE 5 COVENANTS AND AGREEMENTS 64 Section 5.1 Conduct of Business of the Company 64 Section 5.2 Conduct of Business of Parent 67 Section 5.3 Access to Information 69 Section 5.4 Publicity 70 Section 5.5 Notice of Events 70 Section 5.6 Commercially Reasonable Efforts; Filings and Authorizations 71 Section 5.7 Client Consents 72 Section 5.8 Proxy Statement; Stockholders Meetings 73 Section 5.9 Company No Shop 75 Section 5.10 Parent No Shop 76 Section 5.11 Listing 79 Section 5.12 Market Activity 79 Section 5.13 Officers’ and Directors’ Indemnification 79 Section 5.14 Post-Closing Operations 81 Section 5.15 Termination of Affiliate Transactions 81 Section 5.16 Setoff 81 Section 5.17 Pre-Closing Bonus Payment; Accounts Payable 81 Section 5.18 Further Assurances 82
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGERSUBS. Except as set forth in the corresponding sections of the disclosure schedule (the “Parent Disclosure Schedule”) which is being delivered by Parent to the Company concurrently herewith and except as disclosed in, and reasonably apparent from, Parent SEC Documents publicly available prior to the date of this Agreement and only as and to the extent disclosed therein (other than disclosures in any schedules thereto or in any documents incorporated by reference therein and other than any forward looking disclosures set forth in any risk factor section, any disclosures in any Section relating to forward looking statements and any other disclosures included therein to the extent they are primarily predictive or forward-looking in nature), Parent and MergerSubs represent and warrant to the Company as of the date hereof and as of the Closing, as follows:
