Mesirow Growth Fund. (a) Compliance with Laws; Legal Proceedings. Mesirow Growth Fund is in compliance in all material respects with (i) all applicable laws, rules and regulations, including, without limitation, the Investment Company Act, the Advisers Act, the Securities Act, the Exchange Act and all applicable state securities laws and (ii) the investment policies and restrictions set forth in all offering materials used in connection with the offer or sale of its Units or interests and with its Agreement of Limited Partnership. There are no legal or governmental actions, investigations, inquiries or proceedings before any court, arbitrator or federal, state, local or foreign governmental or regulatory agency or authority or self-regulatory authority, pending or threatened against Mesirow Growth Fund or affecting its properties or assets.
Mesirow Growth Fund. The Mesirow Entities shall use all commercially reasonable efforts to cause the trustees of the Skyline Trust to permit limited partners in the Mesirow Growth Fund to purchase shares of Skyline Special Equities Portfolio with a net asset value equal to the fair market value of the distributions that such limited partners are entitled to receive upon liquidation of Mesirow Growth Fund. The Mesirow Entities shall cause to be sent to the limited partners of Mesirow Growth Fund, together with any notice, report, consent or similar document that sets forth the intention of any of the Mesirow Entities to take action that will cause Mesirow Growth Fund to terminate, a notice indicating that such limited partners may make investments in the Skyline Special Equities Portfolio, together with a prospectus, application and such other information with respect to the Skyline Special Equities Portfolio as AMG, the Managers and the Mesirow Entities may reasonably agree to be appropriate or necessary.
Mesirow Growth Fund. The Mesirow Entities shall use all commercially reasonable efforts to consummate the transactions contemplated by the Plan of Reorganization."
