Common use of Licenses, Permits and Authorizations Clause in Contracts

Licenses, Permits and Authorizations. The operations of each of the Company, its Subsidiaries, the Seller and the Investment Advisor are being and, since January 1, 2007, have been, conducted in compliance in all material respects with all Applicable Laws, and to the Knowledge of Seller, none of the Company or its Affiliates or any of the Funds has been charged or is or has been since January 1, 2007, under investigation with respect to any material violations of any Applicable Laws. Each of the Company, its Subsidiaries, the Seller, the Investment Advisor and each of the Funds holds all material permits, certificates, licenses, approvals, Orders and other authorizations (“Permits”) of each Governmental Authority which are necessary for the operation of the Business. Such Permits are valid and in full force and effect, and none of the Company, its Subsidiaries, the Seller, the Investment Advisor, or, to the Knowledge of Seller, any of their respective Affiliates is in default under, and no condition exists that with notice or lapse of time or both would constitute a default under, any such Permits. None of such Permits will be terminated or impaired or become terminable, in whole or in part, as a result of the transactions contemplated hereby. Since January 1, 2007, none of the Company, its Subsidiaries, the Seller, the Investment Advisor, any of the Funds or, to the Knowledge of Seller, any of their respective Affiliates has received any written or, to the Knowledge of Seller, oral notification from any Governmental Authority asserting that any Person is not in compliance in any material respect with any of the Applicable Laws that such Governmental Authority enforces or that such Governmental Authority intends to revoke or suspend any Permit necessary for the operation of the Business.

Licenses, Permits and Authorizations. The operations of each of the Company, its Subsidiaries, the Seller Subsidiaries and the Investment Advisor BAM are being and, since January 1, 2007, have been, conducted in compliance in all material respects with all Applicable Laws, and to the Knowledge of Sellerthe Sellers, none of the Company or its Affiliates or any of the Funds has been charged or or, except as set forth in Section 5.10 of the Company Disclosure Letter, is or has been since January 1, 2007, under investigation with respect to any material violations of any Applicable Laws. Each of the Company, its Subsidiaries, the Seller, the Investment Advisor BAM and each of the Funds holds all material permits, certificates, licenses, approvals, Orders and other authorizations (“Permits”) of each Governmental Authority which are necessary for the operation of the Business. Such Permits are valid and in full force and effect, and none of the Company, its Subsidiaries, the Seller, the Investment AdvisorBAM, or, to the Knowledge of Sellerthe Sellers, any of their respective Affiliates is in default under, and no condition exists that with notice or lapse of time or both would constitute a default under, any such Permits. None of such Permits will be terminated or impaired or become terminable, in whole or in part, as a result of the transactions contemplated hereby. Since Except as set forth in Section 5.10 of the Company Disclosure Letter, since January 1, 2007, none of the Company, its Subsidiaries, the Seller, the Investment AdvisorBAM, any of the Funds or, to the Knowledge of Sellerthe Sellers, any of their respective Affiliates has received any written or, to the Knowledge of Sellerthe Sellers, oral notification from any Governmental Authority asserting that any Person is not in compliance in any material respect with any of the Applicable Laws that such Governmental Authority enforces or that such Governmental Authority intends to revoke or suspend any Permit necessary for the operation of the Business.

Licenses, Permits and Authorizations. The operations of each of the Company, its Subsidiaries, the Seller Subsidiaries and the Investment Advisor CAM are being and, since January 1, 2007, have been, conducted in compliance in all material respects with all Applicable Laws, and to the Knowledge of Sellerthe Company, none of the Company or its Affiliates (other than any of the Excluded Accounts) or any of the Funds has been charged or is or has been since January 1, 2007, under investigation by any Governmental Authority with respect to any material violations of any Applicable Laws. Each of the Company, its Subsidiaries, the Seller, the Investment Advisor CAM and each of the Funds holds all material permits, certificates, licenses, approvals, Orders and other authorizations (“Permits”) of each Governmental Authority which are necessary for the operation of the Business. Such Permits are valid and in full force and effect, and none of the Company, its Subsidiaries, the Seller, the Investment AdvisorCAM, or, to the Knowledge of Sellerthe Company, any of their respective Affiliates (other than any of the Excluded Accounts) is in default under, and no condition exists that with notice or lapse of time or both would constitute a default under, any such Permits. None of such Permits will be terminated or impaired or become terminable, in whole or in part, as a result of the transactions contemplated hereby. Since January 1, 2007, none of the Company, its Subsidiaries, the Seller, the Investment AdvisorCAM, any of the Funds or, to the Knowledge of Sellerthe Company, any of their respective Affiliates (other than any of the Excluded Accounts) has received any written or, to the Knowledge of Sellerthe Company, oral notification from any Governmental Authority asserting that any Person is not in compliance in any material respect with any of the Applicable Laws that such Governmental Authority enforces or that such Governmental Authority intends to revoke or suspend any Permit necessary for the operation of the Business.

Licenses, Permits and Authorizations. The operations of each of the Company, its Subsidiariesthe Sellers, the Seller their Subsidiaries and the Investment Advisor Funds are being and, since January 1, 20072006, have been, conducted in compliance in all material respects with all Applicable Laws, and to the Knowledge of Sellerthe Sellers, none of the Company or its Affiliates Affiliates, or any of the Funds underlying investment vehicles has been charged or is or has been since January 1, 20072006, under investigation with respect to any material violations of any Applicable Laws. Each Except as set forth on the Sellers’ Disclosure Letter, each of the Company, its Subsidiariesthe Sellers, the Seller, the Investment Advisor their Subsidiaries and each of the Funds holds all material permits, certificates, licenses, approvals, Orders and other authorizations (“Permits”) of each Governmental Authority which are necessary for the operation of the Business. Such Permits are valid and in full force and effect, and none of neither the Company, its Subsidiariesthe Sellers, their Subsidiaries or the Seller, the Investment Advisor, or, to the Knowledge of Seller, any of their respective Affiliates Funds is in default under, and to the Knowledge of the Sellers no condition exists that with notice or lapse of time or both would constitute a default under, any such Permits. None Except as set forth in the Sellers’ Disclosure Letter, none of such Permits will be terminated or impaired or become terminable, in whole or in part, as a result of the transactions contemplated hereby. Since January 1, 20072006, none of the Company, its Subsidiariesthe Sellers, the Seller, the Investment Advisor, their Subsidiaries or any of the Funds or, to the Knowledge of Seller, any of their respective Affiliates has received any written or, to the Knowledge of Seller, oral notification from any Governmental Authority asserting that any Person is not in compliance in any material respect with any of the Applicable Laws that such Governmental Authority enforces or that such Governmental Authority intends to revoke or suspend any Permit necessary for the operation of the Business.

Licenses, Permits and Authorizations. The operations of each of the Company, its Subsidiaries, the Seller Affiliates and the Investment Trading Advisor are being and, since January 1, 20072006, have been, conducted in compliance in all material respects with all Applicable Laws, and to the Knowledge of Sellerthe Sellers, none of the Company or its Affiliates or any of the Funds underlying investment vehicles has been charged or is or has been since January 1, 20072006, under investigation with respect to any material violations of any Applicable Laws. Each of the Company, its SubsidiariesAffiliates, the Seller, the Investment Trading Advisor and each of the Funds holds underlying investment vehicles holds, or will hold before Closing, all material permits, certificates, licenses, approvals, Orders and other authorizations (“Permits”) of each Governmental Authority which are necessary for the operation of the Business. Such Permits are valid and in full force and effect, and none of the Company, its SubsidiariesAffiliates, the Seller, the Investment Trading Advisor, or, to the Knowledge of Sellerthe Sellers, any of their respective Affiliates is in default under, and no condition exists that with notice or lapse of time or both would constitute a default under, any such Permits. None of such Permits will be terminated or impaired or become terminable, in whole or in part, as a result of the transactions contemplated hereby. Since January 1, 20072006, none of the Company, any of its SubsidiariesAffiliates, the SellerTrading Advisor, the Investment Advisor, any of the Funds underlying investment vehicles or, to the Knowledge of Sellerthe Sellers, any of their respective Affiliates has received any written or, to the Knowledge of Sellerthe Sellers, oral notification from any Governmental Authority asserting that any Person is not in compliance in any material respect with any of the Applicable Laws that such Governmental Authority enforces or that such Governmental Authority intends to revoke or suspend any Permit necessary for the operation of the Business.

Licenses, Permits and Authorizations. The operations of each of the Company, its Subsidiaries, the Seller Subsidiaries and the Investment Advisor Glenrock. are being and, since January 1, 20072006, have been, conducted in compliance in all material respects with all Applicable Laws, and to the Knowledge of Sellerthe Company, none of the Company or its Affiliates or any of the Funds has been charged or is or has been since January 1, 20072006, under investigation with respect to any material violations of any Applicable Laws. Each of the Company, its Subsidiaries, the Seller, the Investment Advisor Glenrock and each of the Funds holds all material permits, certificates, licenses, approvals, Orders and other authorizations (“Permits”) of each Governmental Authority which are necessary for the operation of the Business. Such Permits are valid and in full force and effect, and none of the Company, its Subsidiaries, the Seller, the Investment AdvisorGlenrock, or, to the Knowledge of Sellerthe Company, any of their respective Affiliates is in default under, and no condition exists that with notice or lapse of time or both would constitute a default under, any such Permits. None of such Permits will be terminated or impaired or become terminable, in whole or in part, as a result of the transactions contemplated hereby. Since January 1, 20072006, none of the Company, any of its Subsidiaries, the SellerGlenrock, the Investment Advisor, any of the Funds or, to the Knowledge of Sellerthe Company, any of their respective Affiliates has received any written or, to the Knowledge of Sellerthe Company, oral notification from any Governmental Authority asserting that any Person is not in compliance in any material respect with any of the Applicable Laws that such Governmental Authority enforces or that such Governmental Authority intends to revoke or suspend any Permit necessary for the operation of the Business.