Advisory Clients. (a) (i) All performance information provided, presented or made available by the Transferred Entities to any Advisory Client or potential Advisory Client has complied in all material respects with applicable Laws; (ii) the Transferred Entities maintain all documentation necessary to form the basis for, demonstrate or recreate the calculation of the performance or rate of return of all accounts that are included in a composite (current and historical performance results) as required by applicable Laws; and (iii) any investment performance earned by any Person at a firm other than one of the Transferred Entities and presented by a Transferred Entity as its investment performance has complied in all material respects with applicable Laws and any interpretations thereof by any applicable Government Entity.
Advisory Clients. (a) In the past three years, each account of an Advisory Client has been operated in compliance with the terms of the relevant Contract under which the Xxx Xxxxxx Business acts as an investment adviser or sub-adviser to, or manages any investment or trading account of, such Advisory Client, except for such matters as would not reasonably be expected to have a Xxx Xxxxxx Material Adverse Effect.
Advisory Clients. As promptly as reasonably practicable, each Advisory Entity shall notify each of its Advisory Clients of the transactions contemplated by the Transaction and with the Buyer, use commercially reasonable efforts to obtain, prior to the Closing Date, any necessary consent of each Advisory Client to the “assignment” (as such term is used in the Investment Company Act) of its Investment Advisory Contract resulting from each completion of the transactions contemplated by the Transaction. Buyer agrees that the Advisory Entity may obtain such consent by (a) requesting written consent as aforesaid, (b) informing such Advisory Client at least forty-five (45) days prior to the Closing Date of (i) such Advisory Entity’s intention to “assign” such Investment Advisory Contract by completing the Transaction, (ii) such Advisory Entity’s intention to continue the advisory services provided pursuant to the existing Investment Advisory Contract with such Advisory Client after the Closing Date if such Advisory Client does not terminate such Investment Advisory Contract prior to the Closing Date and (iii) that the consent of such Advisory Client will be implied if such client continues to accept such advisory services for at least thirty (30) days after receipt of such notice without termination and (c) not receiving from such Advisory Client prior to the Closing Date an oral or written indication of an intent to terminate such Investment Advisory Contract or otherwise withhold consent. Each of the Advisory Entities and Buyer shall cooperate and consult with each other regarding all written communications concerning the obtaining of such consents and all such communications shall be subject to the review and consent of Buyer, such consent not to be unreasonably withheld. Sellers and Buyers shall each bear fifty percent (50%) of the cost of all such notices.
Advisory Clients. The Dealer Manager acknowledges that Dealer is also an investment advisor providing investment advisory and non-discretionary investment management services to certain of its customers (“Advisory Clients”) that may become stockholders in the Company. The Dealer Manager agrees that Dealer shall have the right, but not the obligation, to promote and market, and to introduce Advisory Clients to, the Company subject to the provisions of this Agreement.
Advisory Clients. (a) Except as would not be material to the Company and its Subsidiaries, taken as a whole, (i) neither the Company nor any Subsidiary of the Company provides, nor has provided since the date that was three years prior to the date hereof, Investment Advisory Services to any unaffiliated Person other than an Advisory Client pursuant to written Advisory Contracts, (ii) each Advisory Contract includes all provisions required by, and has been performed in accordance with, the Advisers Act and all other requirements under Securities Laws applicable to the Company Adviser in all material respects and (iii) each Advisory Client’s account is being managed and has been managed since the date that was three years prior to the date hereof, in material compliance with applicable Securities Laws, the Advisory Client’s respective Advisory Contract and the Advisory Client’s written investment objectives, policies and restrictions, in each case in all material respects.
Advisory Clients. (a) Section 3.12 of the Company Disclosure Schedule sets forth a true and complete list as of the Base Date of (a) each Advisory Client (on a no-names basis), including whether such Advisory Client is a Patriot Registered Fund, Patriot Private Fund, Advised Client or Separate Account Client, (b) with respect to each Advisory Client, the dollar amount of assets under management by the Company, (c) with respect to each Advisory Client, the stated fee rate payable to the Company pursuant to the Advisory Contract of such Advisory Client as of the Base Date (provided that in the event that the stated fee rate payable pursuant to any such Advisory Contract differs depending on the amount of assets under management, Section 3.12 of the Company Disclosure Schedule sets forth each of the stated fee rates under such Advisory Contract and the amount of assets under management to which such stated fee rate relates), excluding any performance-based or similar fee, but taking into account, any fee or expense waiver, rebate or cap, reimbursement obligation or similar offset, and (d) the terms of any fee or expense waiver, rebate or cap, reimbursement obligation or similar offset provided to any Advisory Client. Each Advisory Contract complies in all material respects with applicable Laws and has been performed by the Company in all material respects in accordance with the terms thereof and applicable Laws.
Advisory Clients. 5.15.1. Section 5.15 of the Company Disclosure Letter lists each Advisory Client as of the Signing Date.
Advisory Clients. 5.15.1. Section 5.15.1 of the Company Disclosure Letter lists each Public Fund as of the date hereof and provides a brief description of the strategy thereof.
Advisory Clients. 4.19.1. Exhibit A lists all persons to which the Target Entities provide investment advisory (including sub-advisory), investment management or portfolio management services as of the Signing Date.
Advisory Clients. (i) Section 4.11(a) of the Seller Disclosure Schedule sets forth, as of the Base Date: (A) a complete and correct list of each Advisory Agreement, and the name of each Advisory Client for which Adviser is the investment adviser or sub-adviser thereunder; (B) the Base Date Assets Under Management by Adviser for each Advisory Client; (C) the Base Date Revenue Run-Rate with respect to each such Advisory Client; and (D) the Applicable Fees payable to Adviser by each such Advisory Client (other than any Affiliate Advisory Client) under the applicable Advisory Agreement.
