REPRESENTATIONS AND WARRANTIES OF GWG AND GWG LIFE. Except as set forth in the Schedules to this Agreement (each of which qualifies (i) the correspondingly numbered representation, warranty or covenant if specified therein and (ii) such other representations, warranties or covenants where its relevance as an exception to (or disclosure for purposes of) such other representation, warranty or covenant is readily apparent on its face and shall not be deemed to expand in any way the scope or effect of any such representations, warranties or covenants or to create any of the same), GWG and GWG Life hereby jointly and severally represent and warrant to the Company, each Seller Trust and MHT SPV, as of the date hereof and the Closing, as follows:
REPRESENTATIONS AND WARRANTIES OF GWG AND GWG LIFE. Section 5.1 Corporate Organization 15 Section 5.2 Due Authorization 15 Section 5.3 No Conflict 16 Section 5.4 Compliance 16 Section 5.5 Governmental Authorities; Consents 16 Section 5.6 GWG Reports; Financial Statements and Xxxxxxxx-Xxxxx Act 17 Section 5.7 Tax Matters 18 Section 5.8 Capitalization 19 Section 5.9 Litigation 20 Section 5.10 Title to Assets 20 Section 5.11 Investment Company Act 20 Section 5.12 Purchase Entirely for Own Account 20 Section 5.13 Receipt of Information 20 Section 5.14 Accredited Investor 21 Section 5.15 Restricted Security 21 Section 5.16 No Public Market 21 Section 5.17 Legends 21 Section 5.18 Private Placement Memorandum 21 Section 5.19 Brokers’ Fees 22 Section 5.20 Full Disclosure 22 ARTICLE VI COVENANTS OF THE COMPANY Section 6.1 Conduct of Business 22 Section 6.2 Listing 23 Section 6.3 Company Restrictions 23 Section 6.4 Informational Rights 24 Section 6.5 Investment Company Act; Master Limited Partnership Status 24 ARTICLE VII COVENANTS OF GWG Section 7.1 Conduct of Business 24 Section 7.2 No Liens or Security Interests 25 Section 7.3 Preparation of SEC Documents 25 Section 7.4 GWG Stockholders’ Meeting 26 Section 7.5 NASDAQ Listing of Additional Shares 27 Section 7.6 Resale Registration 27 Section 7.7 No Solicitation 27 ARTICLE VIII JOINT COVENANTS Section 8.1 Consents and Approvals 28 Section 8.2 Governance Matters 29 Section 8.3 Publicity 30 Section 8.4 Make-Whole 31 Section 8.5 Strategic Initiative 31 Section 8.6 Orderly Marketing Arrangements 31 Section 8.7 Further Assurances 32 Section 8.8 Transfer Taxes 32 Section 8.9 MHT SPV Lock-Up 32 ARTICLE IX
REPRESENTATIONS AND WARRANTIES OF GWG AND GWG LIFE. Section 5.1 Corporate Organization 15 Section 5.2 Due Authorization 15 Section 5.3 No Conflict. 16 Section 5.4 Compliance 16 Section 5.5 Governmental Authorities; Consents 16 Section 5.6 GWG Reports; Financial Statements and Xxxxxxxx-Xxxxx Act 17 Section 5.7 Tax Matters 18 Section 5.8 Capitalization 19 Section 5.9 Litigation 20 Section 5.10 Title to Assets 20 Section 5.11 Investment Company Act 20 Section 5.12 Purchase Entirely for Own Account 20 Section 5.13 Receipt of Information 20 Section 5.14 Accredited Investor 21 Section 5.15 Restricted Security 21 Section 5.16 No Public Market 21 Section 5.17 Legends 21 Section 5.18 Private Placement Memorandum 21 Section 5.19 Brokers’ Fees 22 Section 5.20 Full Disclosure 22 ARTICLE VI
