REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND SUBSIDIARY ADVISER. Except as disclosed in the Company SEC Documents filed by the Company prior to the date of this Agreement (but in each case excluding any risk factor or similar disclosure under the headings “Risk Factors” or “Forward Looking Statements” or any similar non-specific, predictive, precautionary or forward-looking statements), or as disclosed in the Company Disclosure Letter, the Company hereby represents and warrants to Parent, except with respect to the representations and warranties in Section 3.1, Section 3.2, Section 3.3, Section 3.4, Section 3.5 and Section 3.24, which are hereby made by the Company and Subsidiary Adviser to Parent jointly and severally, as follows:
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND SUBSIDIARY ADVISER. Section 3.1 Organization; Qualification 13 Section 3.2 Capitalization; Consolidated Subsidiaries 13 Section 3.3 Authority Relative to Agreement 14 Section 3.4 No Conflict; Required Filings and Consents 16 Section 3.5 Permits; Compliance with Laws 16 Section 3.6 Company SEC Documents; Financial Statements; Enforcement Actions 17 Section 3.7 Information Supplied 19 Section 3.8 Disclosure Controls and Procedures 19 Section 3.9 Absence of Certain Changes or Events 20 Section 3.10 No Undisclosed Liabilities 20 Section 3.11 Litigation 20 Section 3.12 Regulatory Documents; Adviser Registrations; No Other Regulatory Registrations 21 Section 3.13 Non-Regulated Funds 22 Section 3.14 Regulated Fund 24 Section 3.15 Ineligible Persons 25 Section 3.16 Employee Benefit Plans; Labor 26 Section 3.17 Trademarks, Patents and Copyrights 28 Section 3.18 Taxes 29 Section 3.19 Material Contracts 31 Section 3.20 Real Property 33 Section 3.21 Environmental 34 Section 3.22 Takeover Statutes 34 Section 3.23 Vote Required 34 Section 3.24 Brokers 35 Section 3.25 Opinion of Financial Advisors 35 Section 3.26 Insurance 35 Section 3.27 Investment Assets 35 Section 3.28 No Other Representations or Warranties 36 Section 3.29 Acknowledgment of Disclaimer of Other Representations and Warranties 36 Article IV REPRESENTATIONS AND WARRANTIES OF PARENT, PARENT EXTERNAL ADVISER, IHAM AND ACQUISITION SUB Section 4.1 Organization; Qualification 37 Section 4.2 Capitalization; Subsidiaries 38 Section 4.3 Authority Relative to Agreement 39 Section 4.4 No Conflict; Required Filings and Consents 40 Section 4.5 Permits; Compliance with Laws; No Regulatory Registrations; IHAM 40 Section 4.6 Parent SEC Documents; Financial Statements; Enforcement Actions 43 Section 4.7 Information Supplied 44 Section 4.8 Disclosure Controls and Procedures 45 Section 4.9 Absence of Certain Changes or Events 45 Section 4.10 No Undisclosed Liabilities 46 Section 4.11 Litigation 46 Section 4.12 Absence of Certain Agreements 46 Section 4.13 Ineligible Persons 46 Section 4.14 Employee Benefit Plans; Labor 46 Section 4.15 Trademarks, Patents and Copyrights 47 Section 4.16 Taxes 48 Section 4.17 Material Contracts 49 Section 4.18 Real Property 51 Section 4.19 Environmental 52 Section 4.20 Vote Required 52 Section 4.21 Sufficient Funds 52 Section 4.22 Brokers 54 Section 4.23 Opinion of Financial Advisor 54 Section 4.24 Insurance 54 Section 4.25 Solvency 54 Section 4.26 Share Ownership 55 Section 4.27 Management Agreements 55 Section...
