Representations and Warranties of R. R represents and warrants to T that the following are true and correct on the date of this Agreement and will be true and correct as of the Closing Date:
Representations and Warranties of R. A 13 2.1 Making of Representations and Warranties 13 2.2 Organization and Qualification of R&A, RFS and RMC 14 2.3 Capital Stock of R&A; Partnership Interests of RMC 14 2.4 Subsidiaries; Investments 15 2.5 Authority of the Royce Companies. 15 2.6 Real Property 16 2.7 Investment Advisory Activities 16 2.8 Financial Statements 18 2.9 Taxes 20 2.10 Absence of Certain Changes 21 2.11 Intellectual Property 21 2.12 Contracts 21 2.13 Litigation 22 2.14 Compliance with Laws 23 2.15 Finder's Fee 23 2.16 Employee Benefit Programs 23 2.17 Directors, Officers and Employees 25 2.18 Title to Personal Property and Related Matters 26 2.19 Related Party Transactions. 26 2.20 Insurance 26 2.21 Certain Regulatory Matters 26 2.22 Securities Act Matters 27 SECTION 3. COVENANTS OF R&A 27 3.1 Making of Covenants and Agreements 27 3.2 Consents from Clients other than Fund Clients 27 3.3 Fund Client Approvals. 28 3.4 Authorization from Others 29 3.5 Conduct of Business 29 3.6 Financial Statements 31 3.7 Access 31
