REPRESENTATIONS AND WARRANTIES OF PARENT, BORROWERS AND BUYER. 6.1 Organization of Parent, Borrowers, Buyer and Significant Subsidiaries 44 6.2 Authority of Parent, Borrowers and Buyer 44 6.3 No Conflict 45 6.4 Absence of Restraints; No Violation, Litigation or Regulatory Action 45 6.5 Financing 47 6.6 Securities Matters 48 6.7 Financial Ability 48 6.8 Operations 48 6.9 No Brokers 48 6.10 Solvency after Closing 49 6.11 Investigation 49 6.12 No Other Representations or Warranties 49 ARTICLE VII ACTION PRIOR TO THE CLOSING DATE 7.1 Access to Information 50 7.2 Notification 50 7.3 Reasonable Best Efforts; Consents of Third Parties; Governmental Approvals 50 7.4 Operations Prior to the Closing Date 53 7.5 Intercompany Matters 56 7.6 Special Dividend or Distribution 56 7.7 Client Consents 57 7.8 Sponsored Fund Proxy Statements; Sponsored Fund Registration Statements 58 7.9 Financing 59 7.10 Build-Out Cost Reimbursement 63 ARTICLE VIII ADDITIONAL AGREEMENTS 8.1 Tax Matters 63 8.2 Employee Matters 68 8.3 Insurance 74 8.4 Nonsolicitation of Employees; Nonsolicitation of Clients 75 8.5 Seller Intellectual Property; Trade Names and Trademarks 76 8.6 Director and Officer Liability and Indemnification 78 8.7 Preservation of Books and Records 78 8.8 Access to Information after Closing 78 8.9 Confidentiality 79 8.10 No Public Announcement 80 8.11 No Solicitation of Transactions 81 8.12 Assignment of Legacy Purchase Agreement 81 ARTICLE IX
REPRESENTATIONS AND WARRANTIES OF PARENT, BORROWERS AND BUYER. Contemporaneously with the execution of this Agreement, Parent has delivered to Seller a schedule (the “Buyer Disclosure Schedule”) setting forth, in correspondingly numbered sections, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more representations and warranties contained in this Article VI or to one or more of the covenants contained in this Agreement. Information disclosed in any single section of the Buyer Disclosure Schedule shall be deemed to be included in any other section where such disclosure would reasonably appear on its face to be an applicable disclosure or qualification thereunder, whether or not repeated or cross-referenced under such section. The mere inclusion of an item in the Buyer Disclosure Schedule as an exception to a representation and warranty or covenant shall not be deemed an admission by Parent that such item is material. Subject to the foregoing, Parent hereby represents and warrants to Seller, as of the date of this Agreement and as of the Closing Date (except for representations and warranties that by their terms speak only as of the date of this Agreement or some other date):
