Absence of Defaults and Conflicts. The Fund is not in violation of its charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Fund is a party or by which it or its properties may be bound, or to which any of the property or assets of the Fund is subject (collectively, "Agreements and Instruments"), except for such defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement, the Custody Agreement, the Auction Agent Agreement and the Letter of Representations referred to in the Registration Statement (as used herein, the "Advisory Agreement", the "Custody Agreement," the "Auction Agreement" and the "Letter of Representations," respectively) and the consummation of the transactions contemplated in this Agreement and in the Registration Statement (including the issuance and sale of the Shares and the use of the proceeds from the sale of the Shares as described in the Prospectus under the caption "Use of Proceeds") and compliance by the Fund with its obligations under this Agreement have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or a default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Fund pursuant to the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter or the by-laws of the Fund, or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund or any of its assets, properties or operations. As used herein, a "Repayment Event" means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Fund.
Appears in 9 contracts
Samples: Purchase Agreement (Muni Intermediate Duration Fund Inc), Purchase Agreement (Muniyield Arizona Fund Inc /Nj/), Purchase Agreement (Muni New York Intermediate Duration Fund Inc)
Absence of Defaults and Conflicts. The Fund Neither the Company nor any of its subsidiaries is not (A) in violation of its charter articles of incorporation or by-laws bylaws, each as amended or (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Fund Company or any of its subsidiaries is a party or by which it or its properties any of them may be bound, or to which any of the property or assets of the Fund Company or any of its subsidiaries is subject (collectively, "“Agreements and Instruments"”), except for any such defaults with respect to this clause (B) that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement, the Custody Agreement, the Auction Agent Agreement Indenture and the Letter of Representations referred to in the Registration Statement (as used hereinSecurities, the "Advisory Agreement", the "Custody Agreement," the "Auction Agreement" and the "Letter of Representations," respectively) and the consummation of the transactions contemplated in this Agreement herein and in the Registration Statement (including the issuance and sale of the Shares Securities and the use of the proceeds from the sale of the Shares Securities as described in the General Disclosure Package and the Prospectus under the caption "“Use of Proceeds") ”), and compliance by the Fund Company with its obligations hereunder and under this Agreement the Indenture and the Securities have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or a default or a Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Fund Company or any of its subsidiaries pursuant to to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that that, singly or in the aggregate, would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of (I) the charter articles of incorporation or the by-laws bylaws, each as amended, of the Fund, Company or any of its subsidiaries or (II) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund Company or any of its subsidiaries or any of their assets, properties or operations, except for any such violations with respect to this clause (II) as would not, individually or in the aggregate, result in a Material Adverse Effect. As used herein, a "“Repayment Event" ” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's ’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the FundCompany or any of its subsidiaries.
Appears in 8 contracts
Samples: Underwriting Agreement (Interstate Power & Light Co), Underwriting Agreement (Interstate Power & Light Co), Underwriting Agreement (Interstate Power & Light Co)
Absence of Defaults and Conflicts. The Fund is not in --------------------------------- violation of its charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Fund is a party or by which it or its properties may be bound, or to which any of the property or assets of the Fund is subject (collectively, "Agreements and Instruments"), except for such defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement, the Custody Agreement, the Auction Agent Agreement and the Letter of Representations referred to in the Registration Statement (as used herein, the "Advisory Agreement", the "Custody Agreement," the "Auction Agreement" and the "Letter of Representations," respectively) and the consummation of the transactions contemplated in this Agreement and in the Registration Statement (including the issuance and sale of the Shares and the use of the proceeds from the sale of the Shares as described in the Prospectus under the caption "Use of Proceeds") and compliance by the Fund with its obligations under this Agreement have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or a default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Fund pursuant to the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter or the by-laws of the Fund, or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund or any of its assets, properties or operations. As used herein, a "Repayment Event" means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Fund.
Appears in 5 contracts
Samples: Purchase Agreement (Muniholdings New Jersey Insured Fund Iii Inc), Purchase Agreement (Muniholdings Insured Fund Iii Inc), Purchase Agreement (Muniholdings New Jersey Insured Fund Iii Inc)
Absence of Defaults and Conflicts. The Fund Trust is not in violation of its charter declaration of trust or by-laws laws, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Fund it is a party or by which it or its properties may be bound, or to which any of the property or assets of the Fund Trust is subject (collectively, "Agreements and Instruments"), ) except for such violations or defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Management Agreement, the Sub-Advisory Agreement, the Custody Agreement, the Auction Agent Custodian Agreement and the Letter of Representations Transfer Agent and Service Agreement referred to in the Registration Statement (as used herein, the "Management Agreement," the "Sub-Advisory Agreement", the "Custody Agreement," the "Auction Custodian Agreement" and the "Letter of RepresentationsTransfer Agency Agreement," respectively) and the consummation of the transactions contemplated in this Agreement herein and in the Registration Statement (including the issuance and sale of the Shares Securities and the use of the proceeds from the sale of the Shares Securities as described in the Prospectus under the caption "Use of Proceeds") and compliance by the Fund Trust with its obligations under this Agreement hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or a default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Fund Trust pursuant to to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter declaration of trust or the by-laws of the Fund, Trust or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund Trust or any of its assets, properties or operations. As used herein, a "Repayment Event" means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the FundTrust.
Appears in 5 contracts
Samples: Purchase Agreement (Blackrock New York Municipal 2018 Term Trust), Purchase Agreement (Blackrock California Municipal 2018 Term Trust), Purchase Agreement (Blackrock New York Municipal Income Trust Ii)
Absence of Defaults and Conflicts. The Fund Neither the Partnership nor its subsidiaries is not in violation of its charter or by-laws Organizational Documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Fund is a party or by which it or its properties may be bound, or to which any of the property or assets of the Fund is subject (collectively, "Agreements and Instruments")Partnership Document, except (solely in the case of Partnership Documents other than Subject Instruments) for such defaults that would not not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and the . The execution, delivery and performance of this Agreement, Agreement by the Investment Advisory Agreement, the Custody Agreement, the Auction Agent Agreement and the Letter of Representations referred to in the Registration Statement (as used herein, the "Advisory Agreement", the "Custody Agreement," the "Auction Agreement" and the "Letter of Representations," respectively) Partnership and the consummation by the Partnership of the transactions contemplated in this Agreement herein and in the Registration Statement and the Prospectus (including the issuance and sale of the Shares Securities to be sold by the Partnership pursuant to this Agreement and the use of the proceeds from the sale of the Shares Securities to be sold by the Partnership pursuant to this Agreement as described in the Prospectus under the caption "“Use of Proceeds") ”), and compliance by the Fund Partnership with its obligations under this Agreement have been duly authorized by all necessary corporate action and Agreement, do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or a default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance Lien upon any property or assets of the Fund Partnership pursuant to to, any Partnership Documents, except (solely in the Agreements and Instruments (except case of Partnership Documents other than Subject Instruments) for such conflicts, breaches or breaches, defaults or liens, charges or encumbrances Liens that would not not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter or the by-laws Organizational Documents of the Fund, Partnership or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund Partnership or any of its assets, properties or operations. As used herein, a "Repayment Event" means any event or condition which gives the holder except for such violations of any noteapplicable law, debenture statute, rule, regulations, judgment, order, writ or other evidence decree of indebtedness (any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Partnership or any person acting on such holder's behalf) of its assets, properties or operations that would not, individually or in the right aggregate, reasonably be expected to require the repurchase, redemption or repayment of all or result in a portion of such indebtedness by the FundMaterial Adverse Effect.
Appears in 4 contracts
Samples: Atm Sales Agreement (Evolve Transition Infrastructure LP), At Market Issuance Sales Agreement (Sanchez Production Partners LP), At Market Issuance Sales Agreement (Cypress Energy Partners, L.P.)
Absence of Defaults and Conflicts. The Fund is not in violation of its charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Fund is a party or by which it or its properties may be bound, or to which any of the property or assets of the Fund is subject (collectively, "Agreements and Instruments"), except for such defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement, the Custody Agreement, the Auction Agent Registrar, Transfer Agency, Dividend Disbursing Agency and Shareholder Servicing Agency Agreement and the Letter of Representations Administration Services Agreement referred to in the Registration Statement (as used herein, the "Advisory Agreement", ," the "Custody Agreement," the "Auction Transfer Agency Agreement" and the "Letter of RepresentationsAdministration Agreement," respectively) and the consummation of the transactions contemplated in this Agreement and in the Registration Statement (including the issuance and sale of the Shares and the use of the proceeds from the sale of the Shares as described in the Prospectus under the caption "Use of Proceeds") and compliance by the Fund with its obligations under this Agreement have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or a default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Fund pursuant to the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter or the by-laws of the Fund, or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund or any of its assets, properties or operations. As used herein, a "Repayment Event" means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Fund.
Appears in 4 contracts
Samples: Purchase Agreement (Diversified Income Strategies Portfolio, Inc.), Purchase Agreement (Enhanced Equity Yield & Premium Fund, Inc.), Purchase Agreement (Enhanced Equity Yield Fund, Inc.)
Absence of Defaults and Conflicts. The Fund Company is not (i) in violation of its charter or by-laws or (ii) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Fund Company is a party or by which it or its properties may be bound, or to which any of the property or assets of the Fund Company is subject (collectively, "“Agreements and Instruments"), ”) except for such defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement, the Custody Agreement, the Auction Agent Agreement and the Letter of Representations referred to in the Registration Statement (as used herein, the "Advisory Agreement", the "Custody Agreement," the "Auction Agreement" and the "Letter of Representations," respectively) and the consummation of the transactions contemplated in this Agreement herein and in the Registration Statement (including the issuance and sale of the Shares Securities and the use of the proceeds from the sale of the Shares Securities as described in the Prospectus under the caption "“Use of Proceeds"”) and compliance by the Fund Company with its obligations under this Agreement hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or a default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Fund Company pursuant to to, the Agreements and Instruments (except for such conflicts, breaches breaches, defaults or defaults Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter or the by-laws of the Fund, Company or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund Company or any of its assets, properties or operations. As used herein, a "“Repayment Event" ” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's ’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the FundCompany.
Appears in 4 contracts
Samples: Purchase Agreement (Orexigen Therapeutics, Inc.), Purchase Agreement (Orexigen Therapeutics, Inc.), Purchase Agreement (Orexigen Therapeutics, Inc.)
Absence of Defaults and Conflicts. The Fund is not in violation of its charter articles of incorporation or by-laws laws, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Fund it is a party or by which it or its properties may be bound, or to which any of the property or assets of the Fund is subject (collectively, "Agreements and Instruments"), ) except for such violations or defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Management Agreement, the Custody Administration Agreement, the Auction Agent Sub-Administration Agreement, the Custodian Agreement and the Letter of Representations Transfer Agent and Service Agreement referred to in the Registration Statement (as used herein, the "Advisory Agreement", the "Custody Management Agreement," the "Auction Administration Agreement," the "Sub-Administration Agreement," the "Custodian Agreement" and the "Letter of RepresentationsTransfer Agency Agreement," respectively) and the consummation of the transactions contemplated in this Agreement herein and in the Registration Statement (including the issuance and sale of the Shares Securities and the use of the proceeds from the sale of the Shares Securities as described in the Prospectus under the caption "Use of Proceeds") and compliance by the Fund with its obligations under this Agreement hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or a default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Fund pursuant to to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter articles of incorporation or the by-laws of the Fund, Fund or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund or any of its assets, properties or operations. As used herein, a "Repayment Event" means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Fund.
Appears in 4 contracts
Samples: Purchase Agreement (Cohen & Steers Select Utility Fund Inc), Purchase Agreement (Cohen & Steers Reit & Preferred Income Fund Inc), Purchase Agreement (Cohen & Steers Dividend Majors Fund, Inc.)
Absence of Defaults and Conflicts. The Fund is not in violation of its charter or by-laws laws, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Fund it is a party or by which it or its properties may be bound, or to which any of the property or assets of the Fund is subject (collectively, "Agreements and Instruments"), “AGREEMENTS AND INSTRUMENTS”) except for such violations or defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement, the Custody Agreement, the Auction Agent Stock Transfer Agency Agreement, the Fund Administration Servicing Agreement and the Letter of Representations Fund Accounting Servicing Agreement referred to in the Registration Statement (as used herein, individually the "“Investment Advisory Agreement", ,” the "“Custody Agreement," ” the "Auction “Stock Transfer Agency Agreement" ,” the “Fund Administration Servicing Agreement,” and the "Letter of Representations“Fund Accounting Servicing Agreement," respectively” respectively and collectively the “OFFERING AGREEMENTS”) and the consummation of the transactions contemplated in this Agreement the Offering Agreements and in the Registration Statement (including the issuance and sale of the Shares and the use of the proceeds from the sale of the Shares as described in the General Disclosure Package and the Prospectus under the caption "“Use of Proceeds"”) and compliance by the Fund with its obligations under this Agreement thereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or a default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Fund pursuant to to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter or the by-laws of the Fund, Fund or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund or any of its assets, properties or operationsoperations (except for such violations that would not result in a Material Adverse Effect). As used herein, a "Repayment Event" “REPAYMENT EVENT” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's ’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Fund.
Appears in 4 contracts
Samples: Underwriting Agreement (Tortoise Energy Infrastructure Corp), Underwriting Agreement (Tortoise Energy Infrastructure Corp), Underwriting Agreement (Tortoise Energy Infrastructure Corp)
Absence of Defaults and Conflicts. The Fund Company is not (A) in violation of its charter certificate of incorporation or by-laws (or its equivalent), (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Fund Company is a party or by which it or its properties any of them may be bound, or to which any of the property or assets of the Fund Company or any Subsidiary is subject (collectively, "“Agreements and Instruments"”), except for such defaults that would not result in a Material Adverse Effect, or (C) in violation of any law, statute, rule, regulation, judgment, order or decree, except for such violations that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement, the Custody Agreement, the Auction Agent Agreement and the Letter of Representations referred to in the Registration Statement (as used herein, the "Advisory Agreement", the "Custody Agreement," the "Auction Agreement" and the "Letter of Representations," respectively) Transaction Agreements and the consummation of the transactions contemplated in this Agreement and in the Registration Statement therein (including the issuance and sale of the Shares Securities by the Company and the use of the proceeds from the sale of the Shares Securities as described in the Registration Statement, the Time of Sale Information and the Prospectus under the caption "“Use of Proceeds"”) and compliance by the Fund Company with its obligations under this Agreement have the Transaction Agreements has been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or a default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Fund Company pursuant to to, the Agreements and Instruments (except for such conflicts, breaches breaches, defaults or defaults Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter certificate of incorporation or the by-laws (or its equivalent) of the Fund, Company or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund Company or any Subsidiary or any of its their assets, properties or operations. As used herein, a "“Repayment Event" ” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's ’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the FundCompany.
Appears in 4 contracts
Samples: Underwriting Agreement (Western Asset Mortgage Capital Corp), Underwriting Agreement (Western Asset Mortgage Capital Corp), Underwriting Agreement (Western Asset Mortgage Capital Corp)
Absence of Defaults and Conflicts. The Fund Trust is not in violation of its charter declaration of trust or by-laws laws, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Fund it is a party or by which it or its properties may be bound, or to which any of the property or assets of the Fund Trust is subject (collectively, "Agreements and Instruments"), ) except for such violations or defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Management Agreement, the Sub-Advisory Agreement, the Custody Custodian Agreement, the Auction Transfer Agent and Service Agreement and the Letter of Representations Auction Agency Agreement referred to in the Registration Statement (as used herein, the "Management Agreement," the "Sub-Advisory Agreement", the "Custody Custodian Agreement," the "Auction Transfer Agency Agreement," and the "Letter of Representations,Auction Agency Agreement" respectively) and the consummation of the transactions contemplated in this Agreement herein and in the Registration Statement (including the issuance and sale of the Shares AMPS and the use of the proceeds from the sale of the Shares AMPS as described in the Prospectus under the caption "Use of Proceeds") and compliance by the Fund Trust with its obligations under this Agreement hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or a default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Fund Trust pursuant to to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter declaration of trust or the by-laws of the Fund, Trust or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund Trust or any of its assets, properties or operations. As used herein, a "Repayment Event" means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the FundTrust.
Appears in 3 contracts
Samples: Purchase Agreement (Blackrock Municipal Income Trust Ii), Purchase Agreement (Blackrock New York Municipal Income Trust Ii), Purchase Agreement (Blackrock California Municipal Income Trust Ii)
Absence of Defaults and Conflicts. The Fund Neither the Company nor any of its subsidiaries is not in violation of the provisions of its charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Fund Company or any of its subsidiaries is a party or by which it or its properties any of them may be bound, bound or to which any of the property or assets of the Fund Company or any of its subsidiaries is subject (collectively, "Agreements and Instruments"), except for such defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory AgreementIndenture, the Custody AgreementNotes and any other agreement or instrument entered into or issued or to be entered into or issued by the Company in connection with the transactions contemplated by the Prospectus, the Auction Agent Agreement and the Letter of Representations referred to in the Registration Statement (as used herein, the "Advisory Agreement", the "Custody Agreement," the "Auction Agreement" and the "Letter of Representations," respectively) and the consummation of the transactions contemplated in this Agreement and in the Registration Statement Prospectus (including the issuance and sale of the Shares Notes and the use of the proceeds from the sale of the Shares therefrom as described in the Prospectus under the caption "Use of Proceeds") and the compliance by the Fund Company with its obligations hereunder and under this Agreement the Indenture, the Notes and such other agreements or instruments have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or the passage of time or both, conflict with or constitute a breach of, or a default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Fund Company or any of its subsidiaries pursuant to to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter or the by-laws of the Fund, Company or any of its subsidiaries or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund Company or any of its subsidiaries or any of their assets, properties or operations. As used herein, a "Repayment Event" means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the FundCompany or any of its subsidiaries.
Appears in 3 contracts
Samples: Distribution Agreement (Homeside Lending Inc), Distribution Agreement (Homeside Lending Inc), Distribution Agreement (Homeside Lending Inc)
Absence of Defaults and Conflicts. The Fund is not in violation --------------------------------- of its charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Fund is a party or by which it or its properties may be bound, or to which any of the property or assets of the Fund is subject (collectively, "Agreements and Instruments"), except for such defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement, the Custody Agreement, the Auction Agent Agreement and the Letter of Representations referred to in the Registration Statement (as used herein, the "Advisory Agreement", the "Custody Agreement," the "Auction Agreement" and the "Letter of Representations," respectively) and the consummation of the transactions contemplated in this Agreement and in the Registration Statement (including the issuance and sale of the Shares and the use of the proceeds from the sale of the Shares as described in the Prospectus under the caption "Use of Proceeds") and compliance by the Fund with its obligations under this Agreement have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or a default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Fund pursuant to the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter or the by-laws of the Fund, or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund or any of its assets, properties or operations. As used herein, a "Repayment Event" means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Fund.
Appears in 3 contracts
Samples: Purchase Agreement (Muniholdings New York Insured Fund Iii Inc), Purchase Agreement (Muniholdings Insured Fund Iii Inc), Purchase Agreement (Muniholdings Michigan Insured Fund Inc)
Absence of Defaults and Conflicts. (A) The Fund is not in violation of its charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Fund is a party or by which it or its properties may be bound, or to which any of the property or assets of the Fund is subject (collectively, "Agreements and Instruments"), except for such defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this the Distribution Agreement, the Investment Advisory Indenture, the Notes, the Funding Agreement, the Custody Administration Agreement, the Auction Agent License Agreement and any other agreement or instrument entered into or issued or to be entered into or issued by the Letter Trust in connection with the issuance of Representations the Notes and the transactions contemplated thereby, (B) the performance of the Trust Agreement (all agreements and instruments referenced in clauses (A) and (B) above are referred to in the Registration Statement (herein as used herein, the "Advisory AgreementISSUANCE DOCUMENTS"), the "Custody Agreement," the "Auction Agreement" and the "Letter of Representations," respectively(C) and the consummation of the transactions contemplated in this Agreement and in the Registration Statement Time of Sale Prospectus (including the issuance and sale of the Shares Notes and the use of the proceeds from the sale of the Shares therefrom as described in the Prospectus under the caption "Use Time of Proceeds"Sale Prospectus) and (D) the compliance by the Fund Trust with its obligations under this Agreement have been duly authorized by all necessary corporate action and the Issuance Documents, do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or not constitute a breach ofbreach, violation or a default or Repayment Event which (as defined below1) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Fund pursuant to the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter or the by-laws of the Fund, or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund or any of its assets, properties or operations. As used herein, a "Repayment Event" means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the FundTrust, or (2) results in the creation or imposition of any lien, charge or encumbrance upon any assets, properties or operations of the Trust pursuant to, any contract, indenture, mortgage, loan or credit agreement, note, lease or other agreement or instrument to which the Trust is a party or by which it may be bound or to which any of the property or assets of the Trust is subject, nor will such action result in any violation of the Trust's Certificate of Trust or the Trust Agreement and the Trust is not in default in the performance or observance of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Trust or any of its assets, properties or operations; PROVIDED, that no representation or warranty is made with respect to compliance with law of the Funding Agreement to the extent that the source of the funds used by the Trust to purchase such Funding Agreement renders such funds, or any property or investment acquired with such funds, subject to governmental seizure or other penalty under the USA Patriot Act of 2001, as amended (the "USA PATRIOT ACT"); PROVIDED, FURTHER that in the case of clause (1) of this Section 1.2.4, this representation and warranty shall not extend to such repurchase, redemption or repayment that would not result in a Trust Material Adverse Effect and in the case of clause (2) of this Section 1.2.4, this representation and warranty shall not extend to such lien, charges or encumbrances or any violations or defaults that would not result in a Trust Material Adverse Effect.
Appears in 3 contracts
Samples: Distribution Agreement (Hartford Life Insurance Co), Distribution Agreement (Hartford Life Insurance Co), Omnibus Instrument (Hartford Life Global Funding Trust 2006-033)
Absence of Defaults and Conflicts. The Fund Neither the Adviser nor the Administrator is not in violation of its charter or by-laws Organizational Documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan Adviser Document or credit agreement, note, lease or other agreement or instrument to which the Fund is a party or by which it or its properties may be bound, or to which any of the property or assets of the Fund is subject (collectively, "Agreements and Instruments")Administrator Document, except for such defaults that would not result in a Material Adverse Effect; and the . The execution, delivery and performance of this Agreement, the Investment Advisory Agreement, the Custody Agreement, the Auction Agent Agreement and the Letter of Representations referred to in the Registration Statement (as used herein, the "Advisory Agreement", the "Custody Agreement," the "Auction Agreement" and the "Letter of Representations," respectively) and the consummation of the transactions contemplated in this Agreement herein and in the Registration Statement and the Prospectus (including the issuance and sale of the Shares Securities and the use of the proceeds from the sale of the Shares Securities as described in the Prospectus under the caption "Use of Proceeds") and compliance by each of the Fund Adviser and the Administrator with its obligations under this Agreement have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or a default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance Lien upon any property or assets of the Fund Adviser or the Administrator pursuant to the Agreements and Instruments (to, any Adviser Document or Administrator Document, except for such conflicts, breaches or breaches, defaults or liens, charges or encumbrances Liens that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter Organizational Documents of the Adviser or the by-laws of the FundAdministrator, as applicable, or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund Adviser or the Administrator or any of its their respective assets, properties or operations. As used herein, a "Repayment Event" means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Fund.
Appears in 3 contracts
Samples: Equity Distribution Agreement (Golub Capital BDC, Inc.), Equity Distribution Agreement (Golub Capital BDC, Inc.), Equity Distribution Agreement (Golub Capital BDC, Inc.)
Absence of Defaults and Conflicts. The Fund None of the Simon Entities or any Property Partnership is not in violation of its charter or charter, by-laws laws, certificate of limited partnership or partnership agreement or other organizational document, as the case may be, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Fund each entity is a party or by which it or its properties any of them may be bound, or to which any of the its property or assets of the Fund is or any Portfolio Property may be bound or subject (collectively, "Agreements and Instruments"), except for such violations (other than with respect to the charter, by-laws, partnership agreement, or other organizational document of such entities) or defaults that would not result in a Material Adverse Effect; and the . The execution, delivery and performance of this Agreement, the Investment Advisory AgreementNotes, the Custody AgreementIndenture, the Auction Agent Registration Rights Agreement and any other agreement or instrument entered into or issued or to be entered into or issued by the Letter of Representations referred to Operating Partnership in connection with the transactions contemplated hereby or thereby or in the Registration Statement (as used herein, the "Advisory Agreement", the "Custody Agreement," the "Auction Agreement" and the "Letter of Representations," respectively) Offering Memorandum and the consummation of the transactions contemplated in this Agreement herein and in the Registration Statement Offering Memorandum (including the issuance and sale of the Shares Notes and the use of the proceeds from the sale of the Shares Notes as described in the Prospectus under the caption "Use of Proceeds") and compliance by the Fund Operating Partnership with its obligations under this Agreement hereunder and thereunder have been duly authorized by all necessary corporate action partnership action, and do not and will shall not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or a default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property assets, properties or assets operations of the Fund Operating Partnership or any other Simon Entity or any Property Partnership pursuant to the to, any Agreements and Instruments (Instruments, except for such conflicts, breaches or defaults breaches, defaults, Repayment Events or liens, charges or encumbrances that that, singly or in the aggregate, would not result in a Material Adverse Effect), nor will shall such action result in any violation of the provisions of the charter partnership agreement and certificate of limited partnership of the Operating Partnership or the by-laws organizational documents of the Fund, any other Simon Entity or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund Operating Partnership, any other Simon Entity or any Property Partnership or any of its their assets, properties or operations, except for such violations that would not have a Material Adverse Effect. As used herein, a "Repayment Event" means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a material portion of such indebtedness by the FundOperating Partnership, any other Simon Entity or any Property Partnership.
Appears in 2 contracts
Samples: Purchase Agreement (Simon Property Group L P /De/), Purchase Agreement (Simon Property Group L P /De/)
Absence of Defaults and Conflicts. The Fund is not in violation of its charter articles of incorporation or by-laws laws, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Fund it is a party or by which it or its properties may be bound, or to which any of the property or assets of the Fund is subject (collectively, "Agreements and Instruments"), ) except for such violations or defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Management Agreement, the Custody Administration Agreement, the Auction Agent Sub-Administration Agreement, the Custodian Agreement and the Letter of Representations Transfer Agent and Service Agreement referred to in the Registration Statement (as used herein, the "Advisory Management Agreement," the "Administration Agreement", the "Custody Sub-Administration Agreement," ", the "Auction Custodian Agreement" and the "Letter of RepresentationsTransfer Agency Agreement," respectively) and the consummation of the transactions contemplated in this Agreement herein and in the Registration Statement (including the issuance and sale of the Shares Securities and the use of the proceeds from the sale of the Shares Securities as described in the Prospectus under the caption "Use of Proceeds") and compliance by the Fund with its obligations under this Agreement hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or a default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Fund pursuant to to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter articles of incorporation or the by-laws of the Fund, Fund or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund or any of its assets, properties or operations. As used herein, a "Repayment Event" means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Fund.
Appears in 2 contracts
Samples: Purchase Agreement (Cohen & Steers Quality Income Realty Fund Inc), Purchase Agreement (Cohen & Steers Premium Income Realty Fund Inc)
Absence of Defaults and Conflicts. The Fund is not in violation of its charter agreement and declaration of trust or by-laws laws, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Fund it is a party or by which it or its properties may be bound, or to which any of the property or assets of the Fund is subject (collectively, "“Agreements and Instruments"), ”) except for such violations or defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Management Agreement, the Custody Portfolio Management Agreement, the Auction Agent Custodian Agreement and the Letter of Representations Transfer Agency Services Agreement referred to in the Registration Statement (as used herein, the "Advisory Agreement", the "Custody “Investment Management Agreement," ” the "Auction “Portfolio Management Agreement" ,” the “Custodian Agreement” and the "Letter of Representations“Transfer Agency Services Agreement," ” respectively) and the consummation of the transactions contemplated in this Agreement herein and in the Registration Statement (including the issuance and sale of the Shares Securities and the use of the proceeds from the sale of the Shares Securities as described in the Prospectus under the caption "“Use of Proceeds"”) and compliance by the Fund with its obligations under this Agreement hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or a default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Fund pursuant to to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter agreement and declaration of trust or the by-laws of the Fund, Fund or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund or any of its assets, properties or operations, other than State securities or “blue sky” laws applicable in connection with the purchase and distribution of the Securities by the Underwriters pursuant to this Agreement. As used herein, a "“Repayment Event" ” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's ’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Fund.
Appears in 2 contracts
Samples: Purchase Agreement (PIMCO Floating Rate Strategy Fund), Purchase Agreement (PIMCO Global StocksPLUS & Income Fund)
Absence of Defaults and Conflicts. The Fund is not in violation of its charter declaration of trust or by-laws bylaws, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Fund it is a party or by which it or its properties may be bound, or to which any of the property or assets of the Fund is subject (collectively, "Agreements and Instruments"), ) except for such violations or defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Management Agreement, the Custody Administration Agreement, the Auction Agent Custodian Agreement and the Letter of Representations Transfer and Dividend Disbursing Agent and Registrar Agreement referred to in the Registration Statement (as used herein, the "Advisory Agreement", the "Custody Management Agreement," the "Auction Administration Agreement," the "Custodian Agreement" and the "Letter of RepresentationsTransfer and Dividend Disbursing Agency and Registrar Agreement," respectively) and the consummation of the transactions contemplated in this Agreement herein and in the Registration Statement (including the issuance and sale of the Shares Securities and the use of the proceeds from the sale of the Shares Securities as described in the Prospectus under the caption "Use of Proceeds") and compliance by the Fund with its obligations under this Agreement hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or a default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Fund pursuant to to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter declaration of trust or the by-laws bylaws of the Fund, Fund or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund or any of its assets, properties or operations. As used herein, a "Repayment Event" means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Fund.
Appears in 2 contracts
Samples: Purchase Agreement (Evergreen Managed Income Fund), Purchase Agreement (Evergreen Income Advantage Fund)
Absence of Defaults and Conflicts. The Fund is not in violation of its charter articles of incorporation or by-laws laws, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Fund it is a party or by which it or its properties may be bound, or to which any of the property or assets of the Fund is subject (collectively, "Agreements and Instruments"), ) except for such violations or defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement, the Custody Agreement, the Auction Agent Agreement and the Letter of Representations Administration Agreement referred to in the Registration Statement Statement, the Custodian Services Agreement, dated as of January 28, 2003 between the Fund and PFPC Trust Company, and the Transfer and Dividend Disbursing Agent and Registrar Agreement, dated as of January 28, 2003 between the Fund and PFPC, Inc., (as used herein, the "Advisory Agreement", ," the "Custody Administration Agreement," the "Auction Custodian Services Agreement" and the "Letter of RepresentationsTransfer Agency And Registrar Agreement," respectively) and the consummation of the transactions contemplated in this Agreement herein and in the Registration Statement (including the issuance and sale of the Shares Securities and the use of the proceeds from the sale of the Shares Securities as described in the Prospectus under the caption "Use of Proceeds") and compliance by the Fund with its obligations under this Agreement hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or a default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Fund pursuant to to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter articles of incorporation or the by-laws of the Fund, or nor will such action result in any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund or any of its assets, properties or operations, except for such violations that would not result in a Material Adverse Effect. As used herein, a "Repayment Event" means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Fund.
Appears in 2 contracts
Samples: Purchase Agreement (F&c/Claymore Preferred Securities Income Fund Inc), Purchase Agreement (F&c/Claymore Preferred Securities Income Fund Inc)
Absence of Defaults and Conflicts. The Fund Trust is not in violation of its charter declaration of trust or by-laws laws, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Fund it is a party or by which it or its properties may be bound, or to which any of the property or assets of the Fund Trust is subject (collectively, "Agreements and Instruments"), ) except for such violations or defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Management Agreement, the Custody Administration Agreement, the Auction Custodian Agreement, the Transfer Agent and Service Agreement and the Letter of Representations Auction Agency Agreement referred to in the Registration Statement (as used herein, the "Advisory Management Agreement," the "Administration Agreement", the "Custody Custodian Agreement," ", the "Auction Transfer Agency Agreement" and the "Letter of Representations," Auction Agency Agreement", respectively) and the consummation of the transactions contemplated in this Agreement herein and in the Registration Statement (including the issuance and sale of the Shares AMPS and the use of the proceeds from the sale of the Shares AMPS as described in the Prospectus under the caption "Use of Proceeds") and compliance by the Fund Trust with its obligations under this Agreement hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or a default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Fund Trust pursuant to to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter declaration of trust or the by-laws of the Fund, Trust or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund Trust or any of its assets, properties or operations. As used herein, a "Repayment Event" means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the FundTrust.
Appears in 2 contracts
Samples: Purchase Agreement (Pioneer High Income Trust), Purchase Agreement (Pioneer High Income Trust)
Absence of Defaults and Conflicts. The Fund is not in violation of its charter articles of incorporation or by-laws laws, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Fund it is a party or by which it or its properties may be is bound, or to which any of the property or assets of the Fund is subject (collectively, "Agreements and Instruments"), ) except for such violations or defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Management Agreement, the Sub-Advisory Agreement, the Custody Administration Agreement, the Auction Agent Custodian Agreement and the Letter of Representations Transfer Agent and Service Agreement referred to in the Registration Statement (as used herein, the "Advisory Agreement", the "Custody Management Agreement," the "Auction Sub-Advisory Agreement, the "Administration Agreement," the "Custodian Agreement" and the "Letter of RepresentationsTransfer Agency Agreement," respectively) and the consummation of the transactions contemplated in this Agreement herein and in the Registration Statement (including the issuance and sale of the Shares Securities and the use of the proceeds from the sale of the Shares Securities as described in the Prospectus under the caption "Use of Proceeds") and compliance by the Fund with its obligations under this Agreement hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or a default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Fund pursuant to to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter articles of incorporation or the by-laws of the Fund, Fund or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund or any of its assets, properties or operationsoperations (except for such violations that would not result in a Material Adverse Effect). As used herein, a "Repayment Event" means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Fund.
Appears in 2 contracts
Samples: Purchase Agreement (Neuberger Berman California Intermediate Municipal Fund Inc), Purchase Agreement (Neuberger Berman Intermediate Municipal Fund Inc)
Absence of Defaults and Conflicts. The Fund is not in violation of its charter declaration of trust or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Fund is a party or by which it or its properties may be bound, or to which any of the property or assets of the Fund is subject (collectively, "Agreements and Instruments"), except for such defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement, the Custody Agreement, the Auction Agent Agreement and the Letter of Representations referred to in the Registration Statement (as used herein, the "Advisory Agreement", the "Custody Agreement," the "Auction Agreement" and the "Letter of Representations," respectively) and the consummation of the transactions contemplated in this Agreement and in the Registration Statement (including the issuance and sale of the Shares and the use of the proceeds from the sale of the Shares as described in the Prospectus under the caption "Use of Proceeds") and compliance by the Fund with its obligations under this Agreement have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or a default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Fund pursuant to the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter declaration of trust or the by-laws of the Fund, or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund or any of its assets, properties or operations. As used herein, a "Repayment Event" means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Fund.
Appears in 2 contracts
Samples: Purchase Agreement (Muniyield Florida Fund), Purchase Agreement (Muniyield Pennsylvania Fund)
Absence of Defaults and Conflicts. The Fund is not in violation of its charter Charter or by-laws bylaws, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Fund it is a party or by which it or its properties may be bound, or to which any of the property or assets of the Fund is subject (collectively, "Agreements and Instruments"), ) except for such violations or defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Management Agreement, the Custody Administration Agreement, the Auction Agent Custodian Agreement, the Stock Transfer Agency Agreement and the Letter of Representations Auction Agency Agreement referred to in the Registration Statement (as used herein, the "Advisory Agreement", the "Custody Management Agreement," the "Auction Administration Agreement," the "Custodian Agreement" the "Stock Transfer Agency Agreement," and the "Letter of Representations,Auction Agency Agreement" respectively) and the consummation of the transactions contemplated in this Agreement herein and in the Registration Statement (including the issuance and sale of the Shares AMPS and the use of the proceeds from the sale of the Shares AMPS as described in the Prospectus under the caption "Use of Proceeds") and compliance by the Fund with its obligations under this Agreement hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or a default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Fund pursuant to to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter Charter or the by-laws bylaws of the Fund, Fund or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund or any of its assets, properties or operations. As used herein, a "Repayment Event" means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Fund.
Appears in 2 contracts
Samples: Purchase Agreement (Advent Claymore Convertible Securities & Income Fund), Purchase Agreement (Advent Claymore Convertible Securities & Income Fund)
Absence of Defaults and Conflicts. The Fund is not in violation of its charter declaration of trust or by-laws laws, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Fund it is a party or by which it or its properties may be bound, or to which any of the property or assets of the Fund is subject (collectively, "Agreements and Instruments"), ) except for such violations or defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Management Agreement, the Administration Agreement, the Custody Agreement, the Auction Agent Stock Transfer Agency Agreement and the Letter of Representations Auction Agency Agreement referred to in the Registration Statement (as used herein, the "Advisory Management Agreement," the ", Administration Agreement," the "Custody Agreement," and the "Auction Stock Transfer Agency Agreement" and the "Letter of Representations,Auction Agency Agreement" respectively) and the consummation of the transactions contemplated in this Agreement herein and in the Registration Statement (including the issuance and sale of the Shares AMPS and the use of the proceeds from the sale of the Shares AMPS as described in the Prospectus under the caption "Use of Proceeds") and compliance performance by the Fund with of its obligations under this Agreement hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with violate or constitute a breach of, or a default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Fund pursuant to to, the Agreements and Instruments (except for such conflictsviolations, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter declaration of trust or the by-laws of the Fund, Fund or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund or any of its assets, properties or operationsoperations (except for such violations that would not result in a Material Adverse Effect). As used herein, a "Repayment Event" means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Fund.
Appears in 2 contracts
Samples: Purchase Agreement (Calamos Convertible Opportunities & Income Fund), Purchase Agreement (Calamos Convertible Opportunities & Income Fund)
Absence of Defaults and Conflicts. The Fund Depositor is not in violation of its organizational or charter documents or by-laws bylaws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Fund it is a party or by which it or its properties may be bound, or to which any of the property its properties or assets of the Fund is subject (collectively, "Agreements and Instruments"), except for such defaults that would not result in a Material Adverse EffectChange and would not have a material adverse effect on its ability to perform its obligations under the Basic Documents to which it is a party; and the execution, delivery and performance by the Depositor of this Agreement, the Investment Advisory Agreementeach Basic Document to which it is a party, the Custody Agreement, the Auction Agent Agreement and the Letter of Representations referred to in the Registration Statement (as used herein, the "Advisory Agreement", the "Custody Agreement," the "Auction Agreement" and the "Letter of Representations," respectively) and the consummation of the transactions contemplated in this Agreement herein and therein, in the Registration Statement (including the issuance and sale of the Shares and the use of the proceeds from the sale of the Shares as described or in the Prospectus under the caption "Use of Proceeds") and compliance by the Fund with its obligations under this Agreement hereunder and thereunder have been duly and validly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or a default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge mortgage, pledge, charge, encumbrance, adverse claim or encumbrance other security interest (collectively, "Liens") upon any of its property or assets of the Fund pursuant to the Agreements and Instruments (except for such Liens permitted by the Basic Documents and conflicts, breaches or defaults that, individually or liensin the aggregate, charges or encumbrances that would will not result in a Material Adverse Effect)Change and would not have a material adverse effect on its ability to perform its obligations under the Basic Documents to which it is a party, nor will such action result in any violation of the provisions of the its charter or the by-laws of the Fund, organizational documents or bylaws or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund Depositor or any of its assets, properties or operations. As used herein, a "Repayment Event" means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the FundDepositor.
Appears in 2 contracts
Samples: Underwriting Agreement (Merrill Auto Trust Securitization 2007-1), Underwriting Agreement (Ml Asset Backed Corp)
Absence of Defaults and Conflicts. The Fund Company is not in violation of its charter Articles of Incorporation, as amended (the “Charter”), or by-laws Bylaws, as amended (the “Bylaws”). The Bank is not in violation of its charter, bylaws or other organizational documents. Neither the Company nor the Bank is in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Fund Company or the Bank is a party or by which it or its properties the Bank may be bound, or to which any of the property or assets of the Fund Company or the Bank is subject (collectively, "“Agreements and Instruments")”) except such default that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, or in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for such violations or defaults that would not not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement, the Custody Agreement, the Auction Agent Agreement and the Letter of Representations referred to in the Registration Statement (as used herein, the "Advisory Agreement", the "Custody Agreement," the "Auction Agreement" and the "Letter of Representations," respectively) and the consummation of the transactions contemplated in this Agreement herein and therein, and in the Registration Statement (including the issuance and sale of the Shares and the use of the proceeds from the sale of the Shares as described in the Prospectus under the caption "“Use of Proceeds"”) and compliance by the Fund Company with its obligations under this Agreement hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or a default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Fund pursuant to the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter or the by-laws of the Fund, or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund or any of its assets, properties or operations. As used herein, a "Repayment Event" means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Fund.any
Appears in 2 contracts
Samples: Underwriting Agreement (OP Bancorp), Underwriting Agreement (OP Bancorp)
Absence of Defaults and Conflicts. The Fund Depositor is not in violation of its organizational or charter documents or by-laws bylaws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Fund it is a party or by which it or its properties may be bound, or to which any of the property its properties or assets of the Fund is subject (collectively, "Agreements and Instruments"), except for such defaults that would not result in a Material Adverse EffectChange and would not have a material adverse effect on its ability to perform its obligations under the Basic Documents to which it is a party; and the execution, delivery and performance by the Depositor of this Agreement, the Investment Advisory Agreementeach Basic Document to which it is a party, the Custody Agreement, the Auction Agent Agreement and the Letter of Representations referred to in the Registration Statement (as used herein, the "Advisory Agreement", the "Custody Agreement," the "Auction Agreement" and the "Letter of Representations," respectively) and the consummation of the transactions contemplated in this Agreement herein and therein, in the Registration Statement (including the issuance and sale of the Shares and the use of the proceeds from the sale of the Shares as described or in the Prospectus under the caption "Use of Proceeds") and compliance by the Fund with its obligations under this Agreement hereunder and thereunder have been duly and validly authorized by all necessary corporate or limited liability company action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or a default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge mortgage, pledge, charge, encumbrance, adverse claim or encumbrance other security interest (collectively, "Liens") upon any of its property or assets of the Fund pursuant to the Agreements and Instruments (except for such Liens permitted by the Basic Documents and conflicts, breaches or defaults that, individually or liensin the aggregate, charges or encumbrances that would will not result in a Material Adverse Effect)Change and would not have a material adverse effect on its ability to perform its obligations under the Basic Documents to which it is a party, nor will such action result in any violation of the provisions of the its charter or the by-laws of the Fund, organizational documents or bylaws or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund Depositor or any of its assets, properties or operations. As used herein, a "Repayment Event" means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the FundDepositor.
Appears in 2 contracts
Samples: Underwriting Agreement (Pooled Auto Securities Shelf LLC), Underwriting Agreement (Pooled Auto Securities Shelf LLC)
Absence of Defaults and Conflicts. The Fund Global Funding is not in violation of its charter or by-laws certificate of trust or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Fund Global Funding is a party or by which it or its properties may be bound, bound or to which any of the property or assets of the Fund Global Funding is subject (collectively, the "Agreements and InstrumentsGLOBAL FUNDING AGREEMENTS AND INSTRUMENTS"), except for such violations or defaults that would not result in a Global Funding Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Global Funding Trust Agreement, the Custody AgreementFunding Agreement(s), the Auction Agent Global Funding Administration Agreement and each Funding Note and any other agreement or instrument entered into or issued or to be entered into or issued by Global Funding in connection with the Letter of Representations referred to in transactions contemplated by the Registration Statement (as used hereinProspectus, the "Advisory Agreement", the "Custody Agreement," the "Auction Agreement" and the "Letter of Representations," respectively) and the consummation of the transactions contemplated in this Agreement and in the Registration Statement Prospectus (including the issuance and sale of the Shares Notes by an Issuing Trust and the use of the proceeds from the sale of the Shares therefrom as described in the Prospectus under Prospectus) (collectively, the caption "Use of ProceedsGLOBAL FUNDING PROGRAM DOCUMENTS") and the compliance by the Fund Global Funding with its obligations hereunder and under this Agreement Global Funding Program Documents, have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or the passage of time or both, conflict with or constitute a breach of, or a default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Fund pursuant to the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter or the by-laws of the Fund, or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund or any of its assets, properties or operations. As used herein, a "Repayment Event" means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by Global Funding under, or result in the Fundcreation or imposition of any lien, charge or encumbrance upon any assets, properties or operations of any Issuing Trust or Global Funding pursuant to, any Global Funding Agreements and Instruments, nor will such action result in any violation of Global Funding's certificate of trust, the Global Funding Trust Agreement or Global Funding Administration Agreement which may reasonably be expected to result in a Global Funding Material Adverse Effect and Global Funding is not in default in the performance or observance of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over Global Funding or any of its assets, properties or operations, except for such defaults which would not reasonably be expected to result in a Global Funding Material Adverse Effect.
Appears in 2 contracts
Samples: Distribution Agreement (Allstate Life Insurance Co), Distribution Agreement (Allstate Life Insurance Co)
Absence of Defaults and Conflicts. The Fund Company is not in violation of its charter Articles of Incorporation or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Fund Company is a party or by which it or its properties may be bound, or to which any of the property assets, properties or assets operations of the Fund Company is subject (collectively, "“Agreements and Instruments"”), except for such defaults that would not result in a Material Adverse Effect; and the Change. The execution, delivery and performance of this Agreement, the Investment Advisory each applicable Terms Agreement, the Custody AgreementIndenture, the Auction Agent Agreement Securities and any other agreement or instrument entered into or issued or to be entered into or issued by the Letter of Representations referred to Company in connection with the transactions contemplated hereby or thereby or in the Registration Statement (as used hereinStatement, the "Advisory Agreement", the "Custody Agreement," the "Auction Agreement" General Disclosure Package and the "Letter of Representations," respectively) Prospectus and the consummation of the transactions contemplated in this Agreement herein and in the Registration Statement Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Shares Securities and the use of the proceeds from the sale of the Shares Securities as described in the Prospectus under the caption "Use of Proceeds"therein) and compliance by the Fund Company with its obligations under this Agreement hereunder and thereunder have been duly authorized by all necessary corporate Company action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or a default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property assets, properties or assets operations of the Fund Company pursuant to the to, any Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect)Instruments, nor will such action result in any violation of the provisions of the charter organizational documents or the by-laws of the Fund, Company or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund Company or any of its assets, properties or operations. As used herein, a "“Repayment Event" ” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's ’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the FundCompany.
Appears in 2 contracts
Samples: Selling Agent Agreement (Paccar Financial Corp), Selling Agent Agreement (Paccar Financial Corp)
Absence of Defaults and Conflicts. The Fund Neither the Adviser nor the Administrator is not in violation of its charter or by-laws Organizational Documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan Adviser Document or credit agreement, note, lease or other agreement or instrument to which the Fund is a party or by which it or its properties may be bound, or to which any of the property or assets of the Fund is subject (collectively, "Agreements and Instruments")Administrator Document, except for such defaults that would not result in a an Adviser/Administrator Material Adverse Effect; , or which might be expected to materially and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement, the Custody Agreement, the Auction Agent Agreement and the Letter of Representations referred to in the Registration Statement (as used herein, the "Advisory Agreement", the "Custody Agreement," the "Auction Agreement" and the "Letter of Representations," respectively) and adversely affect the consummation of the transactions contemplated in this Agreement, or the performance by the Adviser or the Administrator of its obligations under this Agreement. The execution, delivery and performance of this Agreement and the Fund Agreements (to the extent the Adviser or the Administrator, as applicable, is party thereto), and the consummation of the transactions contemplated herein and in the Registration Statement and the Prospectus (including the issuance and sale of the Shares and the use of the proceeds from the sale of the Shares as described in the Prospectus under the caption "“Use of Proceeds"”) and compliance by each of the Fund Adviser and the Administrator with its obligations under this Agreement have been duly authorized by all necessary corporate action and the Fund Agreements, to the extent a party thereto, do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or a default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance Lien upon any property or assets of the Fund Adviser or the Administrator pursuant to the Agreements and Instruments (to, any Adviser Document or Administrator Document, except for such conflicts, breaches or breaches, defaults or liens, charges or encumbrances Liens that would not result in a an Adviser/Administrator Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the charter Organizational Documents of the Adviser or the by-laws of the FundAdministrator, as applicable, or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund Adviser or the Administrator or any of its their respective assets, properties or operations. As used herein, a "Repayment Event" means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Fund.
Appears in 2 contracts
Samples: Sales Agreement (TriplePoint Venture Growth BDC Corp.), Sales Agreement (TriplePoint Venture Growth BDC Corp.)
Absence of Defaults and Conflicts. The Fund is not in violation of its charter articles of incorporation or by-laws laws, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Fund it is a party or by which it or its properties may be is bound, or to which any of the property or assets of the Fund is subject (collectively, "Agreements and Instruments"), ) except for such violations or defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Management Agreement, the Sub-Advisory Agreement, the Custody Administration Agreement, the Auction Agent Custodian Agreement and the Letter of Representations Stock Transfer Agency Agreement referred to in the Registration Statement (as used herein, the "Advisory Agreement", the "Custody Management Agreement," the "Auction Sub-Advisory Agreement, the "Administration Agreement," the "Custodian Agreement" and the "Letter of RepresentationsTransfer Agency Agreement," respectively) and the consummation of the transactions contemplated in this Agreement herein and in the Registration Statement (including the issuance and sale of the Shares Securities and the use of the proceeds from the sale of the Shares Securities as described in the Prospectus under the caption "Use of Proceeds") and compliance by the Fund with its obligations under this Agreement hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or a default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Fund pursuant to to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter articles of incorporation or the by-laws of the Fund, Fund or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund or any of its assets, properties or operationsoperations (except for such violations that would not result in a Material Adverse Effect). As used herein, a "Repayment Event" means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Fund.
Appears in 2 contracts
Samples: Purchase Agreement (Neuberger Berman Dividend Advantage Fund Inc), Purchase Agreement (Neuberger Berman Dividend Advantage Fund Inc)
Absence of Defaults and Conflicts. The Fund Trust is not in violation of its charter declaration of trust or by-laws laws, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Fund it is a party or by which it or its properties may be bound, or to which any of the property or assets of the Fund Trust is subject (collectively, "“Agreements and Instruments"), ”) except for such violations or defaults that would not result in a Trust Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Management Agreement, the Sub-Investment Advisory Agreement, the Custody Agreement, the Auction Agent Custodian Agreement and the Letter of Representations Transfer Agent and Service Agreement referred to in the Registration Statement (as used herein, the "“Management Agreement,” the “Sub-Advisory Agreement", ,” “Custodian Agreement” and the "Custody “Transfer Agency Agreement," the "Auction Agreement" and the "Letter of Representations," ” respectively) and the consummation of the transactions contemplated in this Agreement herein and in the Registration Statement (including the issuance and sale of the Shares Securities and the use of the proceeds from the sale of the Shares Securities as described in the Prospectus under the caption "“Use of Proceeds"”) and compliance by the Fund Trust with its obligations under this Agreement hereunder have been duly authorized by all necessary corporate trust action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or a default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Fund Trust pursuant to to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Trust Material Adverse Effect), nor will such action result in any violation of the provisions of the charter declaration of trust or the by-laws of the Fund, Trust or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund Trust or any of its assets, properties or operations. As used herein, a "“Repayment Event" ” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's ’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the FundTrust.
Appears in 2 contracts
Samples: Purchase Agreement (BlackRock Enhanced Dividend Achievers Trust), Purchase Agreement (BlackRock Enhanced Dividend Achievers Trust)
Absence of Defaults and Conflicts. The Fund is not in violation of its charter articles of incorporation or by-laws laws, each as amended from time to time, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Fund it is a party or by which it or its properties may be is bound, or to which any of the property or assets of the Fund is subject (collectively, "Agreements and Instruments"), ) except for such violations or defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Management Agreement, the Custody Administration Agreement, the Auction Agent Custodian Agreement and the Letter of Representations Transfer Agency and Service Agreement referred to in the Registration Statement (as used herein, the "Advisory Agreement", the "Custody Management Agreement," the "Auction Administration Agreement," the "Custodian Agreement" and the "Letter of RepresentationsTransfer Agency Agreement," respectively) and the consummation of the transactions contemplated in this Agreement herein and in the Registration Statement (including the issuance and sale of the Shares Securities and the use of the proceeds from the sale of the Shares Securities as described in the Prospectus under the caption "Use of Proceeds") and compliance by the Fund with its obligations under this Agreement hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or a default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Fund pursuant to to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter articles of incorporation or the by-laws of the Fund, each as amended from time to time, or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund or any of its assets, properties or operations. As used herein, a "Repayment Event" means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Fund.
Appears in 1 contract
Samples: Purchase Agreement (Scudder Commodities Stock Fund, Inc.)
Absence of Defaults and Conflicts. The Fund is not in violation of its charter Charter or by-laws laws, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Fund it is a party or by which it or its properties may be bound, or to which any of the property or assets of the Fund is subject (collectively, "“Agreements and Instruments"), ”) except for such violations or defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Management Agreement, the Custody Administration Agreement, the Auction Agent Sub-Administration Agreement, the Custodian Agreement, the Stock Transfer Agency Agreement and the Letter of Representations Auction Agency Agreement referred to in the Registration Statement (as used herein, the "Advisory Agreement", the "Custody “Management Agreement," ” the "Auction “Administration Agreement" ,” the “Sub-Administration Agreement,” the “Custodian Agreement,” the “Stock Transfer Agency Agreement” and the "Letter of Representations“Auction Agency Agreement," ” respectively) and the consummation of the transactions contemplated in this Agreement herein and in the Registration Statement (including the issuance and sale of the Shares AMPS and the use of the proceeds from the sale of the Shares AMPS as described in the Prospectus under the caption "“Use of Proceeds"”) and compliance by the Fund with its obligations under this Agreement hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or a default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Fund pursuant to to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter Charter or the by-laws of the Fund, Fund or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund or any of its assets, properties or operations. As used herein, a "“Repayment Event" ” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's ’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Fund.
Appears in 1 contract
Samples: Purchase Agreement (Cohen & Steers Global Income Builder, Inc)
Absence of Defaults and Conflicts. The Fund is not in violation of its charter Charter or by-laws laws, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Fund it is a party or by which it or its properties may be bound, or to which any of the property or assets of the Fund is subject (collectively, "“Agreements and Instruments"), ”) except for such violations or defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Management Agreement, the Custody Administration Agreement, the Auction Sub-Administration Agreement, the Custodian Agreement, the Transfer Agent and Service Agreement and the Letter of Representations Auction Agency Agreement referred to in the Registration Statement (as used herein, the "Advisory Agreement", the "Custody “Management Agreement," ” the "Auction “Administration Agreement" ,” the “Sub-Administration Agreement,” the “Custodian Agreement,” the “Transfer Agency Agreement” and the "Letter of Representations“Auction Agency Agreement," ” respectively) and the consummation of the transactions contemplated in this Agreement herein and in the Registration Statement (including the issuance and sale of the Shares AMPS and the use of the proceeds from the sale of the Shares AMPS as described in the Prospectus under the caption "“Use of Proceeds"”) and compliance by the Fund with its obligations under this Agreement hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or a default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Fund pursuant to to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter Charter or the by-laws of the Fund, Fund or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund or any of its assets, properties or operations. As used herein, a "“Repayment Event" ” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's ’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Fund.
Appears in 1 contract
Samples: Purchase Agreement (Cohen & Steers Reit & Utility Income Fund Inc)
Absence of Defaults and Conflicts. The Fund is not in violation --------------------------------- of its charter declaration of trust or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Fund is a party or by which it or its properties may be bound, or to which any of the property or assets of the Fund is subject (collectively, "Agreements and Instruments"), except for such defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement, the Custody Agreement, the Auction Agent Agreement and the Letter of Representations referred to in the Registration Statement (as used herein, the "Advisory Agreement", the "Custody Agreement," the "Auction Agreement" and the "Letter of Representations," respectively) and the consummation of the transactions contemplated in this Agreement and in the Registration Statement (including the issuance and sale of the Shares and the use of the proceeds from the sale of the Shares as described in the Prospectus under the caption "Use of Proceeds") and compliance by the Fund with its obligations under this Agreement have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or a default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Fund pursuant to the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter declaration of trust or the by-laws of the Fund, or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund or any of its assets, properties or operations. As used herein, a "Repayment Event" means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Fund.
Appears in 1 contract
Samples: Purchase Agreement (Muniholdings Pennsylvania Insured Fund)
Absence of Defaults and Conflicts. The Fund Neither the Company nor any of its Subsidiaries is not in violation of its charter or by-laws or comparable governing documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Fund Company or any of its Subsidiaries is a party or by which it or its properties any of them may be bound, or to which any of the property or assets of the Fund Company or any Subsidiary is subject (collectively, "Agreements and Instruments"), ) except for such defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement, the Custody Agreement, the Auction Agent Agreement and the Letter of Representations referred to in the Registration Statement (as used herein, the "Advisory Agreement", the "Custody Agreement," the "Auction Agreement" and the "Letter of Representations," respectively) International Purchase Agreement and the consummation of the transactions contemplated in this Agreement and the International Purchase Agreement and in the Registration Statement (including the issuance and sale of the Shares and the use of the proceeds from the sale of the Shares as described in the Prospectus under the caption "Use of Proceeds") and compliance by the Fund Company with its obligations under this Agreement and the International Purchase Agreement have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or a default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Fund Company or any Subsidiary pursuant to to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter or the by-laws of the Fund, Company or comparable governing documents of any Subsidiary or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund Company or any Subsidiary or any of its their assets, properties or operations. As used herein, a "Repayment Event" means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the FundCompany or any Subsidiary.
Appears in 1 contract
Absence of Defaults and Conflicts. The Fund is not (i) in violation of its charter or by-laws laws, or (ii) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Fund it is a party or by which it or its properties may be bound, or to which any of the property or assets of the Fund is subject (collectively, "“Agreements and Instruments")”) except, except with respect to this clause (ii) for such violations or defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement, the Custody Agreement between U.S. Bank National Association (“Custodian”) and the Fund (the “Custodian Agreement”), the Transfer Agency and Service Agreement between Computershare Trust Company, N.A. (the “Transfer Agent”) and the Fund (the “Transfer Agency Agreement”), and the Administration Agreement between U.S. Bancorp Fund Services, LLC (the “Administrator”) and the Fund (the “Administration Agreement”) (this Agreement, the Auction Agent Investment Advisory Agreement, the Custodian Agreement, the Transfer Agency Agreement and the Letter of Representations Administration Agreement being referred to in herein collectively as the Registration Statement (as used herein, the "Advisory Agreement", the "Custody Agreement," the "Auction Agreement" and the "Letter of Representations," respectively“Fundamental Agreements”) and the consummation of the transactions contemplated in this Agreement the Fundamental Agreements, the Plan and in the Registration Statement (including the issuance and sale of the Shares and the use of the proceeds from the sale of the Shares as described in the Prospectus and the Time of Sale Prospectus under the caption "“Use of Proceeds"”) and compliance by the Fund with its obligations under this Agreement thereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or a default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Fund pursuant to to, the Fundamental Agreements and Instruments or the Plan (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter or the by-laws of the Fund, Fund or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund or any of its assets, properties or operationsoperations (except for such violations that would not result in a Material Adverse Effect). As used herein, a "“Repayment Event" ” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's ’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Fund.
Appears in 1 contract
Absence of Defaults and Conflicts. The Fund is not in violation of --------------------------------- its charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Fund is a party or by which it or its properties may be bound, or to which any of the property or assets of the Fund is subject (collectively, "Agreements and Instruments"), except for such defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement, the Custody Agreement, the Auction Agent Agreement and the Letter of Representations referred to in the Registration Statement (as used herein, the "Advisory Agreement", the "Custody Agreement," the "Auction Agreement" and the "Letter of Representations," respectively) and the consummation of the transactions contemplated in this Agreement and in the Registration Statement (including the issuance and sale of the Shares and the use of the proceeds from the sale of the Shares as described in the Prospectus under the caption "Use of Proceeds") and compliance by the Fund with its obligations under this Agreement have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or a default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Fund pursuant to the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter or the by-laws of the Fund, or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund or any of its assets, properties or operations. As used herein, a "Repayment Event" means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Fund.
Appears in 1 contract
Samples: Purchase Agreement (Muniholdings California Insured Fund Iv Inc)
Absence of Defaults and Conflicts. The Fund is not in violation of its charter or by-laws laws, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Fund it is a party or by which it or its properties may be bound, or to which any of the property or assets of the Fund is subject (collectively, "Agreements and Instruments"), “AGREEMENTS AND INSTRUMENTS”) except for such violations or defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement, the Custody Agreement, the Auction Agent Agreement and the Letter of Representations referred to in the Registration Statement (as used herein, the "Advisory Agreement", the "Custody Agreement," the "Auction Agreement" and the "Letter of Representations," respectively) and the consummation of the transactions contemplated in this Agreement and in the Registration Statement (including the issuance and sale of the Shares and the use of the proceeds from the sale of the Shares as described in the General Disclosure Package and the Prospectus under the caption "“Use of Proceeds"”) and compliance by the Fund with its obligations under this Agreement thereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or a default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Fund pursuant to the Investment Advisory Agreement, the Custody Agreement, the Stock Transfer Agency Agreement, the Fund Administration Servicing Agreement and the Fund Accounting Servicing Agreement referred to in the Registration Statement (as used herein, individually the “Investment Advisory Agreement,” the “Custody Agreement,” the “Stock Transfer Agency Agreement,” the “Fund Administration Servicing Agreement,” and the “Fund Accounting Servicing Agreement,” respectively and collectively the “FUND AGREEMENTS”) and the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter or the by-laws of the Fund, Fund or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund or any of its assets, properties or operationsoperations (except for such violations that would not result in a Material Adverse Effect). As used herein, a "Repayment Event" means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Fund.a
Appears in 1 contract
Samples: Underwriting Agreement (Tortoise Energy Infrastructure Corp)
Absence of Defaults and Conflicts. The Fund is not in violation of its charter or by-laws laws, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Fund it is a party or by which it or its properties may be bound, or to which any of the property or assets of the Fund is subject (collectively, "Agreements and Instruments"), ) except for such violations or defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement, the Custody Administration Agreement, the Auction Agent Custodian Agreement and the Letter of Representations Transfer Agency and Service Agreement referred to in the Registration Statement (as used herein, individually the "Investment Advisory Agreement", the "Custody Agreement," the "Auction Administration Agreement," the "Custodian Agreement" and the "Letter of RepresentationsTransfer Agency and Service Agreement," respectivelyrespectively and collectively the "Offering Agreements") and the consummation of the transactions contemplated in this Agreement the Offering Agreements and in the Registration Statement (including the issuance and sale of the Shares and the use of the proceeds from the sale of the Shares as described in the Prospectus under the caption "Use of Proceeds") and compliance by the Fund with its obligations under this Agreement thereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or a default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Fund pursuant to to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter or the by-laws of the Fund, Fund or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund or any of its assets, properties or operationsoperations (except for such violations that would not result in a Material Adverse Effect). As used herein, a "Repayment Event" means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Fund.
Appears in 1 contract
Absence of Defaults and Conflicts. The Fund Neither the Company nor any of its subsidiaries is not in violation of its charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contractcontract (including, without limitation, the License Agreement dated August 4, 1994 and as amended through April 22, 1996 between Calvxx Xxxix Xxxernational ("CKI") and Calvxx Xxxix Xxxnswear Company ("CKJC") (the "Calvxx Xxxix Xxxense Agreement")), indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Fund Company or any of its subsidiaries is a party or by which it or its properties any of them may be bound, or to which any of the 15 -11- property or assets of the Fund Company or any subsidiary is subject (collectively, "Agreements and Instruments"), ) except for such defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement, the Custody Agreement, the Auction Agent Agreement and the Letter of Representations referred to in the Registration Statement (as used herein, the "Advisory Agreement", the "Custody Agreement," the "Auction Agreement" and the "Letter of Representations," respectively) and the consummation of the transactions contemplated in this Agreement herein and in the Registration Statement (including the issuance and sale of the Shares Preferred Securities and the use of the proceeds from the sale of the Shares Preferred Securities as described in the Prospectus under the caption "Use of Proceeds") and compliance by the Fund Company with its obligations under this Agreement hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or a default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Fund Company or any subsidiary pursuant to the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter or the by-laws of the Fund, Company or any subsidiary or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund Company or any subsidiary or any of its their assets, properties or operations. As used herein, a "Repayment Event" means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the FundCompany or any subsidiary.
Appears in 1 contract
Absence of Defaults and Conflicts. The Fund is not in violation of its charter articles of incorporation or by-laws laws, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Fund it is a party or by which it or its properties may be bound, or to which any of the property or assets of the Fund is subject (collectively, "“Agreements and Instruments"), ”) except for such violations or defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Management Agreement, the Custody Administration Agreement, the Auction Agent Sub-Administration Agreement, the Custodian Agreement and the Letter of Representations Stock Transfer Agency Agreement referred to in the Registration Statement (as used herein, the "Advisory Agreement", the "Custody “Management Agreement," ” the "Auction “Administration Agreement" ,” the “Sub-Administration Agreement,” the “Custodian Agreement” and the "Letter of Representations“Stock Transfer Agency Agreement," ” respectively) and the consummation of the transactions contemplated in this Agreement herein and in the Registration Statement (including the issuance and sale of the Shares Securities and the use of the proceeds from the sale of the Shares Securities as described in the Prospectus under the caption "“Use of Proceeds"”) and compliance by the Fund with its obligations under this Agreement hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or a default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Fund pursuant to to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter articles of incorporation or the by-laws of the Fund, Fund or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund or any of its assets, properties or operations. As used herein, a "“Repayment Event" ” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's ’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Fund.
Appears in 1 contract
Samples: Purchase Agreement (Cohen & Steers Global Income Builder, Inc)
Absence of Defaults and Conflicts. The Fund is not (i) in violation of its charter or by-laws laws, or (ii) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Fund it is a party or by which it or its properties may be bound, or to which any of the property or assets of the Fund is subject (collectively, "“Agreements and Instruments"”) except, with respect to this clause (ii), except for such violations or defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement, the Custody Agreement, the Auction Agent Agreement and the Letter of Representations referred to in the Registration Statement (as used herein, the "Advisory Agreement", the "Custody Agreement," the "Auction Agreement" and the "Letter of Representations," respectively) and the consummation of the transactions contemplated in this Agreement and in the Registration Statement (including the issuance and sale of the Shares and the use of the proceeds from the sale of the Shares as described in the General Disclosure Package and the Prospectus under the caption "“Use of Proceeds"”) and compliance by the Fund with its obligations under this Agreement thereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or a default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Fund pursuant to to, the Investment Advisory Agreement, between the Fund and the Adviser, dated September 15, 2009 (the “Investment Advisory Agreement”), the Custody Agreement, between the Fund and U.S. Bank National Association, dated May 25, 2005, as amended May 24, 2010 (the “Custody Agreement”), the Stock Transfer Agency Agreement, between the Fund and Computershare Investor Services, LLC, dated May 10, 2005, as amended by that certain addendum thereto between the same parties dated as of November 20, 2009, and as further amended February 10, 2011 (the “Stock Transfer Agency Agreement”), the Fund Administration Servicing Agreement, between the Fund and U.S. Bancorp Fund Services, LLC, dated May 25, 2005, as amended by that certain addendum thereto between the same parties dated as of October 24, 2007, and as further amended May 24, 2010 (the “Fund Administration Servicing Agreement”) and the Fund Accounting Servicing Agreement, between the Fund and U.S. Bancorp Fund Services, LLC, dated September 5, 2006, as amended May 24, 2010 (the “Fund Accounting Servicing Agreement”, and collectively with the Investment Advisory Agreement, Custody Agreement, Stock Transfer Agency Agreement and the Fund Administration Servicing Agreement, the “Fund Agreements”) and the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter or the by-laws of the Fund, Fund or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund or any of its assets, properties or operationsoperations (except for such violations that would not result in a Material Adverse Effect). As used herein, a "“Repayment Event" ” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's ’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Fund.
Appears in 1 contract
Samples: Controlled Equity Offering Sales Agreement (Tortoise Energy Capital Corp)
Absence of Defaults and Conflicts. The Fund Trust is not in violation of its charter declaration of trust or by-laws laws, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Fund it is a party or by which it or its properties may be bound, or to which any of the property or assets of the Fund Trust is subject (collectively, "Agreements and Instruments"), ) except for such violations or defaults that would not result in a Trust Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Management Agreement, the Sub-Advisory Agreement, the Custody Agreement, the Auction Agent Custodian Agreement and the Letter of Representations Transfer Agent and Service Agreement referred to in the Registration Statement (as used herein, the "Management Agreement," the "Sub-Advisory Agreement", the "Custody Agreement," the "Auction Custodian Agreement" and the "Letter of RepresentationsTransfer Agency Agreement," respectively) and the consummation of the transactions contemplated in this Agreement herein and in the Registration Statement (including the issuance and sale of the Shares Securities and the use of the proceeds from the sale of the Shares Securities as described in the Prospectus under the caption "Use of Proceeds") and compliance by the Fund Trust with its obligations under this Agreement hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or a default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Fund Trust pursuant to to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Trust Material Adverse Effect), nor will such action result in any violation of the provisions of the charter declaration of trust or the by-laws of the Fund, Trust or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund Trust or any of its assets, properties or operations. As used herein, a "Repayment Event" means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the FundTrust.
Appears in 1 contract
Samples: Purchase Agreement (Blackrock Limited Duration Income Trust)
Absence of Defaults and Conflicts. The Fund is not in violation of its charter agreement and declaration of trust or by-laws laws, each as amended from time to time, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Fund it is a party or by which it or its properties may be bound, or to which any of the property or assets of the Fund is subject (collectively, "Agreements and Instruments"), ) except for such violations or defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Management Agreement, the Custody Administrative Services Agreement, the Auction Agent Custodian Agreement and the Letter of Representations Transfer Agency and Service Agreement referred to in the Registration Statement (as used herein, the "Advisory Agreement", the "Custody Management Agreement," the "Auction Administrative Services Agreement," the "Custodian Agreement" and the "Letter of RepresentationsTransfer Agency Agreement," respectively) and the consummation of the transactions contemplated in this Agreement herein and in the Registration Statement (including the issuance and sale of the Shares Securities and the use of the proceeds from the sale of the Shares Securities as described in the Prospectus under the caption "Use of Proceeds") and compliance by the Fund with its obligations under this Agreement hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or a default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Fund pursuant to to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation (except for such violations that will not result in a Material Adverse Effect) of the provisions of the charter agreement and declaration of trust or the by-laws of the Fund, each as amended from time to time, or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund or any of its assets, properties or operations, other than State securities or "blue sky" laws applicable in connection with the purchase and distribution of the Securities by the Underwriters pursuant to this Agreement. As used herein, a "Repayment Event" means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Fund.
Appears in 1 contract
Samples: Purchase Agreement (Western Asset Claymore Us Treasury Inflation Pro Secu Fund)
Absence of Defaults and Conflicts. The Fund is not in --------------------------------- violation of its charter declaration of trust or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Fund is a party or by which it or its properties may be bound, or to which any of the property or assets of the Fund is subject (collectively, "Agreements and Instruments"), except for such defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement, the Custody Agreement, the Auction Agent Agreement and the Letter of Representations referred to in the Registration Statement (as used herein, the "Advisory Agreement", the "Custody Agreement," the "Auction Agreement" and the "Letter of Representations," respectively) and the consummation of the transactions contemplated in this Agreement and in the Registration Statement (including the issuance and sale of the Shares and the use of the proceeds from the sale of the Shares as described in the Prospectus under the caption "Use of Proceeds") and compliance by the Fund with its obligations under this Agreement have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or a default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Fund pursuant to the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter declaration of trust or the by-laws of the Fund, or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund or any of its assets, properties or operations. As used herein, a "Repayment Event" means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Fund.
Appears in 1 contract
Samples: Purchase Agreement (Muniholdings Florida Insured Fund Iv)
Absence of Defaults and Conflicts. The Fund is not in violation of its charter articles of incorporation or by-laws laws, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Fund it is a party or by which it or its properties may be bound, or to which any of the property or assets of the Fund is subject (collectively, "Agreements and Instruments"), ) except for such violations or defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement, the Custody Agreement, the Auction Agent Agreement and the Letter of Representations Administration Agreement referred to in the Registration Statement Statement, the Custodian Services Agreement, dated as of [ ], 2003 between the Fund and PFPC Trust Company, and the Transfer and Dividend Disbursing Agent and Registrar Agreement, dated as of [ ], 2003 between the Fund and PFPC, Inc., (as used herein, the "Advisory Agreement", ," the "Custody Administration Agreement," the "Auction Custodian Services Agreement" and the "Letter of RepresentationsTransfer Agency And Registrar Agreement," respectively) and the consummation of the transactions contemplated in this Agreement herein and in the Registration Statement (including the issuance and sale of the Shares Securities and the use of the proceeds from the sale of the Shares Securities as described in the Prospectus under the caption "Use of Proceeds") and compliance by the Fund with its obligations under this Agreement hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or a default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Fund pursuant to to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter articles of incorporation or the by-laws of the Fund, or nor will such action result in any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund or any of its assets, properties or operations, except for such violations that would not result in a Material Adverse Effect. As used herein, a "Repayment Event" means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Fund.
Appears in 1 contract
Samples: Purchase Agreement (Flaherty & Crumrine/Claymore Total Return Fund Inc)
Absence of Defaults and Conflicts. The Fund Neither the Company nor the Bank is not in violation of its charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Fund Company or the Bank is a party or by which it or its properties either of them may be bound, or to which any of the property or assets of the Fund Company or the Bank is subject (collectively, "“Agreements and Instruments"), ”) except for such defaults that would not could not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement, the Custody Agreement, the Auction Agent Agreement and the Letter of Representations referred to in the Registration Statement (as used herein, the "Advisory Agreement", the "Custody Agreement," the "Auction Agreement" and the "Letter of Representations," respectively) and the consummation of the transactions contemplated in this Agreement herein and in the Registration Statement (including the issuance and sale of the Shares Securities and the use of the proceeds from the sale of the Shares Securities as described in the Prospectus under the caption "“Use of Proceeds"”) and compliance by the Fund Company with its obligations under this Agreement hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or a default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Fund Company or any subsidiary pursuant to to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not could not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter or the by-laws of the Fund, Company or the Bank or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund Company or the Bank or any of its their assets, properties or operations. As used herein, a "“Repayment Event" ” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's ’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the FundCompany or the Bank.
Appears in 1 contract
Absence of Defaults and Conflicts. The Fund Company is not (A) in violation of its charter or by-laws or laws, (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Fund Company is a party or by which it or its properties may be bound, or to which any of the property or assets of the Fund Company is subject (collectively, "Agreements and Instruments") or (C) in violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its assets, properties or operations ("Applicable Laws"), except in the case of clauses (B) or (C) for such defaults that would not be reasonably likely to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement, the Custody Agreement, the Auction Agent Agreement and the Letter of Representations referred to in the Registration Statement (as used herein, the "Advisory Agreement", the "Custody Agreement," the "Auction Agreement" and the "Letter of Representations," respectively) and the consummation of the transactions contemplated described in this Agreement and in the Registration Statement (including the issuance and sale of the Shares Securities and the use of the proceeds from the sale of the Shares as Securities in the manner described in the Prospectus under the caption "Use of Proceeds") and compliance by the Fund Company with its obligations under this Agreement have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or a default or Repayment Event (as defined below) (except for the Company's obligations to repay amounts outstanding under its subordinated promissory notes as disclosed in the Prospectus) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Fund Company pursuant to to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter or the by-laws of the FundCompany, as such shall be in effect at the applicable time, or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund or any of its assets, properties or operationsApplicable Laws. As used herein, a "Repayment Event" means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the FundCompany.
Appears in 1 contract
Samples: Purchase Agreement (Netflix Inc)
Absence of Defaults and Conflicts. The Fund is not in violation of its charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Fund is a party or by which it or its properties may be bound, or to which any of the property or assets of the Fund is subject (collectively, "“Agreements and Instruments"), ”) except for such defaults that do not involve Material Fund Agreements (as defined below) and material instruments that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, Agreement or the Investment Advisory AgreementAgreement dated as of ___ among ___, the Custody AgreementCustodian Agreement dated as of ___ among ___, the Auction Registrar, Transfer Agent and Service Agreement dated as of ___ among ___, and the Letter Dividend Reinvestment and Cash Repurchase Plan dated as of Representations referred to in the Registration Statement ___ (as used hereineach, the "Advisory a “Material Fund Agreement", the "Custody Agreement," the "Auction Agreement" and the "Letter of Representations," respectively”) and the consummation of the transactions contemplated in this Agreement herein and in the Registration Statement (including the issuance and sale of the Shares Securities and the use of the proceeds from the sale of the Shares Securities as described in the Prospectus under the caption "“Use of Proceeds"”) and compliance by the Fund with its obligations under this Agreement hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or a default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Fund pursuant to the Agreements and Instruments to, any Material Fund Agreement (except for such conflicts, breaches or breaches, defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter or the by-laws of the Fund, Fund or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund or any of its assets, properties or operations. As used herein, except for violations that would not result in a "Repayment Event" means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the FundMaterial Adverse Effect.
Appears in 1 contract
Absence of Defaults and Conflicts. The Fund is not in violation of its charter articles of incorporation or by-laws laws, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Fund it is a party or by which it or its properties may be bound, or to which any of the property or assets of the Fund is subject (collectively, "“Agreements and Instruments"), ”) except for such violations or defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Management Agreement, the Custody Sub-Administration Agreement, the Auction Agent Custodian Agreement and the Letter of Representations Stock Transfer Agency Agreement referred to in the Registration Statement (as used herein, the "Advisory Agreement", the "Custody “Management Agreement," ” the "Auction “Sub-Administration Agreement" ,” the “Custodian Agreement” and the "Letter of Representations“Stock Transfer Agency Agreement," ” respectively) and the consummation of the transactions contemplated in this Agreement herein and in the Registration Statement (including the issuance and sale of the Shares Securities and the use of the proceeds from the sale of the Shares Securities as described in the Prospectus under the caption "“Use of Proceeds"”) and compliance by the Fund with its obligations under this Agreement hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or a default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Fund pursuant to to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter articles of incorporation or the by-laws of the Fund, Fund or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund or any of its assets, properties or operations. As used herein, a "“Repayment Event" ” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's ’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Fund.
Appears in 1 contract
Samples: Purchase Agreement (Cohen & Steers Closed-End Opportunity Fund, Inc.)
Absence of Defaults and Conflicts. The Fund is not (i) in violation of its charter or by-laws laws, or (ii) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Fund it is a party or by which it or its properties may be bound, or to which any of the property or assets of the Fund is subject (collectively, "“Agreements and Instruments"”) except, with respect to this clause (ii), except for such violations or defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, and the Investment Advisory Alternative Distribution Agreement, the Custody Agreement, the Auction Agent Agreement and the Letter of Representations referred to in the Registration Statement (as used herein, the "Advisory Agreement", the "Custody Agreement," the "Auction Agreement" and the "Letter of Representations," respectively) and the consummation of the transactions contemplated in this Agreement and the Alternative Distribution Agreement and in the Registration Statement (including the issuance and sale of the Shares and the use of the proceeds from the sale of the Shares as described in the General Disclosure Package and the Prospectus under the caption "“Use of Proceeds"”) and compliance by the Fund with its obligations under this Agreement thereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or a default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Fund pursuant to to, the Investment Advisory Agreement, between the Fund and the Adviser, dated September 15, 2009 (the “Investment Advisory Agreement”), the Custody Agreement, between the Fund and U.S. Bank National Association, dated May 25, 2005 (the “Custody Agreement”), the Stock Transfer Agency Agreement, between the Fund and Computershare Investor Services, LLC, dated May 10, 2005, as amended by that certain addendum thereto between the same parties dated as of November 20, 2009 (the “Stock Transfer Agency Agreement”), the Fund Administration Servicing Agreement, between the Fund and U.S. Bancorp Fund Services, LLC, dated May 25, 2005, as amended by that certain addendum thereto between the same parties dated as of October 24, 2007 (the “Fund Administration Servicing Agreement”) and the Fund Accounting Servicing Agreement, between the Fund and U.S. Bancorp Fund Services, LLC, dated September 5, 2006 (the “Fund Accounting Servicing Agreement”, and collectively with the Investment Advisory Agreement, Custody Agreement, Stock Transfer Agency Agreement and the Fund Administration Servicing Agreement, the “Fund Agreements”) and the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter or the by-laws of the Fund, Fund or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund or any of its assets, properties or operationsoperations (except for such violations that would not result in a Material Adverse Effect). As used herein, a "“Repayment Event" ” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's ’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Fund.
Appears in 1 contract
Samples: Controlled Equity Offering Sales Agreement (Tortoise Energy Capital Corp)
Absence of Defaults and Conflicts. The Fund Company is not in violation of its charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Fund Company is a party or by which it or its properties may be bound, or to which any of the property or assets of the Fund Company is subject (collectively, "“Agreements and Instruments"), ”) except for such defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, Agreement by the Investment Advisory Agreement, the Custody Agreement, the Auction Agent Agreement and the Letter of Representations referred to in the Registration Statement (as used herein, the "Advisory Agreement", the "Custody Agreement," the "Auction Agreement" and the "Letter of Representations," respectively) Company and the consummation by the Company of the transactions contemplated in this Agreement herein and in the Registration Statement Prospectus (including the issuance and sale of the Shares and the use of the proceeds from the sale of the Shares as described in the Time of Sale Prospectus and the Prospectus under the caption "“Use of Proceeds"”) and compliance by the Fund Company with its obligations under this Agreement hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or a default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Fund Company pursuant to to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter or the by-laws of the FundCompany, or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund Company or any of its assets, properties or operationsoperations except for any such violation that could not be expected to result in a Material Adverse Effect. As used herein, a "Repayment Event" means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Fund.“Repayment
Appears in 1 contract
Samples: Underwriting Agreement (Regeneron Pharmaceuticals Inc)
Absence of Defaults and Conflicts. The Fund Company is not in violation of its charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Fund Company is a party or by which it or its properties may be bound, or to which any of the property or assets of the Fund Company is subject (collectively, "“Agreements and Instruments"), ”) except for such defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, Agreement by the Investment Advisory Agreement, the Custody Agreement, the Auction Agent Agreement and the Letter of Representations referred to in the Registration Statement (as used herein, the "Advisory Agreement", the "Custody Agreement," the "Auction Agreement" and the "Letter of Representations," respectively) Company and the consummation by the Company of the transactions contemplated in this Agreement herein and in the Registration Statement Prospectus (including the issuance and sale of the Shares and the use of the proceeds from the sale of the Shares as described in the Time of Sale Prospectus and the Prospectus under the caption "“Use of Proceeds"”) and compliance by the Fund Company with its obligations under this Agreement hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or a default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Fund Company pursuant to to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter or the by-laws of the FundCompany, or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund Company or any of its assets, properties or operationsoperations except for any such violation that could not be expected to result in a Material Adverse Effect. As used herein, a "“Repayment Event" ” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's ’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the FundCompany.
Appears in 1 contract
Samples: Underwriting Agreement (Regeneron Pharmaceuticals Inc)
Absence of Defaults and Conflicts. The Fund Trust is not in violation of its charter declaration of trust or by-laws laws, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Fund it is a party or by which it or its properties may be bound, or to which any of the property or assets of the Fund Trust is subject (collectively, "Agreements and Instruments"), ) except for such violations or defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement, the Custody Administration Agreement, the Auction Custodian Agreement, the Transfer Agent and Service Agreement and the Letter of Representations Auction Agency Agreement referred to in the Registration Statement (as used herein, the "Advisory Agreement," the "Administration Agreement", the "Custody Custodian Agreement," ", the "Auction Transfer Agency Agreement" and the "Letter of Representations," Auction Agency Agreement", respectively) and the consummation of the transactions contemplated in this Agreement herein and in the Registration Statement (including the issuance and sale of the Shares AMPS and the use of the proceeds from the sale of the Shares AMPS as described in the Prospectus under the caption "Use of Proceeds") and compliance by the Fund Trust with its obligations under this Agreement hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or a default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Fund Trust pursuant to to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter declaration of trust or the by-laws of the Fund, Trust or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund Trust or any of its assets, properties or operations. As used herein, a "Repayment Event" means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the FundTrust.
Appears in 1 contract
Samples: Purchase Agreement (Pioneer Tax Advantaged Balanced Trust)
Absence of Defaults and Conflicts. The Fund is not in violation of its charter agreement and declaration of trust or by-laws laws, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Fund it is a party or by which it or its properties may be bound, or to which any of the property or assets of the Fund is subject (collectively, "Agreements and Instruments"), ) except for such violations or defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Management Agreement, the Custody Portfolio Management Agreement, the Auction Agent Custodian Agreement and the Letter of Representations Transfer Agency Services Agreement referred to in the Registration Statement (as used herein, the "Advisory Agreement", the "Custody Investment Management Agreement," the "Auction Portfolio Management Agreement," the "Custodian Agreement" and the "Letter of RepresentationsTransfer Agency Services Agreement," respectively) and the consummation of the transactions contemplated in this Agreement herein and in the Registration Statement (including the issuance and sale of the Shares Securities and the use of the proceeds from the sale of the Shares Securities as described in the Prospectus under the caption "Use of Proceeds") and compliance by the Fund with its obligations under this Agreement hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or a default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Fund pursuant to to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter agreement and declaration of trust or the by-laws of the Fund, Fund or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund or any of its assets, properties or operations, other than State securities or "blue sky" laws applicable in connection with the purchase and distribution of the Securities by the Underwriters pursuant to this Agreement. As used herein, a "Repayment Event" means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Fund.
Appears in 1 contract
Samples: Purchase Agreement (Pimco Floating Rate Income Fund)
Absence of Defaults and Conflicts. The Fund is not in violation of its charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Fund is a party or by which it or its properties may be bound, or to which any of the property or assets of the Fund is subject (collectively, "“Agreements and Instruments"”), except for such defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory and Management Agreement dated as of [ ], 2007 between the Fund and the Investment Adviser (the “Advisory Agreement”), the Transfer Agency Agreement dated as of [ ], 2007 between the Fund and The Bank of New York (the “Transfer Agency Agreement”), and the Custody Agreement dated as of September 21, 2001, as amended as of January 24, 2007, between the Fund and State Street Bank and Trust Company (the “Custody Agreement, the Auction Agent Agreement and the Letter of Representations referred to in the Registration Statement (as used herein, the "Advisory Agreement", the "Custody Agreement," the "Auction Agreement" and the "Letter of Representations," respectively”) and the consummation of the transactions contemplated in this Agreement and in the Registration Statement (including the issuance and sale of the Shares and the use of the proceeds from the sale of the Shares as described in the Prospectus under the caption "“Use of Proceeds"”) and compliance by the Fund with its obligations under this Agreement have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or a default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Fund pursuant to the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter or the by-laws of the Fund, or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund or any of its assets, properties or operationsoperations (collectively, the “Laws” except for such Laws which would not have a Material Adverse Effect). As used herein, a "“Repayment Event" ” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's ’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Fund.
Appears in 1 contract
Samples: Purchase Agreement (Dow 30 Enhanced Premium & Income Fund Inc.)
Absence of Defaults and Conflicts. The Fund is not in violation of its charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Fund is a party or by which it or its properties may be bound, or to which any of the property or assets of the Fund is subject (collectively, "“Agreements and Instruments"”), except for such defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory and Management Agreement dated as of January , 2007 between the Fund and the Investment Adviser (the “Advisory Agreement”), the Transfer Agency Agreement dated as of January , 2007 between the Fund and The Bank of New York (the “Transfer Agency Agreement”), and the Custody Agreement dated as of September 21, 2001, as amended as of January , 2007, between the Fund and State Street Bank and Trust Company (the “Custody Agreement, the Auction Agent Agreement and the Letter of Representations referred to in the Registration Statement (as used herein, the "Advisory Agreement", the "Custody Agreement," the "Auction Agreement" and the "Letter of Representations," respectively”) and the consummation of the transactions contemplated in this Agreement and in the Registration Statement (including the issuance and sale of the Shares and the use of the proceeds from the sale of the Shares as described in the Prospectus under the caption "“Use of Proceeds"”) and compliance by the Fund with its obligations under this Agreement have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or a default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Fund pursuant to the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter or the by-laws of the Fund, or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund or any of its assets, properties or operationsoperations (collectively, the “Laws” except for such Laws which would not have a Material Adverse Effect). As used herein, a "“Repayment Event" ” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's ’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Fund.
Appears in 1 contract
Samples: Purchase Agreement (NASDAQ Premium Income & Growth Fund Inc.)
Absence of Defaults and Conflicts. The Fund Depositor is not in violation of its charter or by-laws limited liability company agreement or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument Agreement and Instrument with respect to which the Fund is a party or by which it or its properties may be bound, or to which any of the property or assets of the Fund is subject (collectively, "Agreements and Instruments"), except for such defaults that would not result in a Material Adverse Effectit; and the execution, delivery and performance by the Depositor of the Depositor Agreements, this Agreement, the Investment Advisory Agreement, the Custody Agreement, the Auction Agent Agreement and the Letter of Representations referred to in the Registration Statement (as used hereinSecurities, the "Advisory Agreement", the "Custody Agreement," the "Auction Agreement" and the "Letter of Representations," respectively) and the consummation of the transactions contemplated in this Agreement and herein or therein, in the Registration Statement Preliminary Prospectus or in the Prospectus (including the issuance and sale of the Shares Notes to the Underwriter pursuant to the terms of this Agreement and the use of the proceeds from the sale of the Shares therefrom as described in the Prospectus under the caption "heading “Use of Proceeds"” in the Prospectus) and compliance by the Fund it with its obligations under this Agreement hereunder and thereunder have been duly and validly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or a default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge mortgage, pledge, charge, encumbrance, adverse claim or encumbrance other security interest (collectively, “Liens”) upon any of its property or assets of the Fund pursuant to the Depositor Agreements or Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect)Liens permitted by the Basic Documents, nor will such action result in any violation of the provisions of the charter or the by-laws of the Fund, its limited liability company agreement or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund Depositor or any of its assets, properties or operations. As used herein, a "“Repayment Event" means ” means, with respect to any Bank Entity, any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's ’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Fundsuch Bank Entity and “Agreements and Instruments” means, with respect to any Bank Entity, any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which such Bank Entity is a party or by which it may be bound, or to which any of its properties, operations or assets is subject.
Appears in 1 contract
Samples: Underwriting Agreement (California Republic Funding LLC)
Absence of Defaults and Conflicts. The Fund is not in violation of its charter agreement and declaration of trust or by-laws laws, each as amended from time to time, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Fund it is a party or by which it or its properties may be bound, or to which any of the property or assets of the Fund is subject (collectively, "Agreements and Instruments"), ) except for such violations or defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Management Agreement, the Custody Administrative Services Agreement, the Auction Agent Custodian Agreement and the Letter of Representations Transfer Agency and Service Agreement referred to in the Registration Statement (as used herein, the "Advisory Agreement", the "Custody Investment Management Agreement," the "Auction Administrative Services Agreement," the "Custodian Agreement" and the "Letter of RepresentationsTransfer Agency and Service Agreement," respectively) and the consummation of the transactions contemplated in this Agreement herein and in the Registration Statement (including the issuance and sale of the Shares Securities and the use of the proceeds from the sale of the Shares Securities as described in the Prospectus under the caption "Use of Proceeds") and compliance by the Fund with its obligations under this Agreement hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or a default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Fund pursuant to to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter agreement and declaration of trust or the by-laws of the Fund, each as amended from time to time, or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund or any of its assets, properties or operations, other than State securities or "blue sky" laws applicable in connection with the purchase and distribution of the Securities by the Underwriters pursuant to this Agreement and except for violations that would not result in a Material Adverse Effect. As used herein, a "Repayment Event" means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Fund.
Appears in 1 contract
Absence of Defaults and Conflicts. The Fund Depositor is not in violation of its organizational or charter documents or by-laws bylaws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Fund it is a party or by which it or its properties may be bound, or to which any of the property its properties or assets of the Fund is subject (collectively, "“Agreements and Instruments"”), except for such defaults that would not result in a Material Adverse EffectChange and would not have a material adverse effect on its ability to perform its obligations under the Basic Documents to which it is a party; and the execution, delivery and performance by the Depositor of this Agreement, the Investment Advisory Agreementeach Basic Document to which it is a party, the Custody Agreement, the Auction Agent Agreement and the Letter of Representations referred to in the Registration Statement (as used herein, the "Advisory Agreement", the "Custody Agreement," the "Auction Agreement" and the "Letter of Representations," respectively) and the consummation of the transactions contemplated in this Agreement herein and therein, in the Registration Statement (including the issuance and sale of the Shares and the use of the proceeds from the sale of the Shares as described or in the Prospectus under the caption "Use of Proceeds") and compliance by the Fund with its obligations under this Agreement hereunder and thereunder have been duly and validly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or a default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge mortgage, pledge, charge, encumbrance, adverse claim or encumbrance other security interest (collectively, “Liens”) upon any of its property or assets of the Fund pursuant to the Agreements and Instruments (except for such Liens permitted by the Basic Documents and conflicts, breaches or defaults that, individually or liensin the aggregate, charges or encumbrances that would will not result in a Material Adverse Effect)Change and would not have a material adverse effect on its ability to perform its obligations under the Basic Documents to which it is a party, nor will such action result in any violation of the provisions of the its charter or the by-laws of the Fund, organizational documents or bylaws or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund Depositor or any of its assets, properties or operations. As used herein, a "“Repayment Event" ” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's ’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the FundDepositor.
Appears in 1 contract
Samples: Underwriting Agreement (Merrill Auto Trust Securitization 2008-1)
Absence of Defaults and Conflicts. The Fund is not in violation of its charter agreement and declaration of trust or by-laws laws, each as amended from time to time, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Fund it is a party or by which it or its properties may be bound, or to which any of the property or assets of the Fund is subject (collectively, "“Agreements and Instruments"), ”) except for such violations or defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement dated as of [ ], 2006 between the Fund and the Investment Adviser (the “Investment Advisory Agreement”), the Custody Custodian Contract dated as of August 19, 2002, effective as of [ ], 2006, between the Fund and State Street Bank and Trust Company (the “Custodian Agreement, the Auction Agent Agreement ”) and the Letter Shareholder Transfer Agency and Service Agreement dated as of Representations referred to in October 7, 2002, effective as of [ ], 2006, between the Registration Statement Fund and State Street Bank and Trust Company (as used herein, the "Advisory “Transfer Agency Agreement", the "Custody Agreement," the "Auction Agreement" and the "Letter of Representations," respectively”) and the consummation of the transactions contemplated in this Agreement herein and in the Registration Statement (including the issuance and sale of the Shares Securities and the use of the proceeds from the sale of the Shares Securities as described in the Prospectus under the caption "“Use of Proceeds"”) and compliance by the Fund with its obligations under this Agreement hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or a default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Fund pursuant to to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter agreement and declaration of trust or the by-laws of the Fund, each as amended from time to time, or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund or any of its assets, properties or operations. As used herein, a "“Repayment Event" ” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's ’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Fund.
Appears in 1 contract
Samples: Purchase Agreement (Nuveen Global Government Enhanced Income Fund)
Absence of Defaults and Conflicts. The Fund Trust is not in violation of its charter declaration of trust or by-laws laws, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Fund it is a party or by which it or its properties may be bound, or to which any of the property or assets of the Fund Trust is subject (collectively, "“Agreements and Instruments"), ”) except for such violations or defaults that would not result in a Trust Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Management Agreement, the Sub-Advisory Agreement, the Custody Agreement, the Auction Agent Custodian Agreement and the Letter of Representations Transfer Agent and Service Agreement referred to in the Registration Statement (as used herein, the "“Management Agreement,” the “Sub-Advisory Agreement"”, the "Custody “Custodian Agreement” and the “Transfer Agency Agreement," the "Auction Agreement" and the "Letter of Representations," ” respectively) and the consummation of the transactions contemplated in this Agreement herein and in the Registration Statement (including the issuance and sale of the Shares Securities and the use of the proceeds from the sale of the Shares Securities as described in the Prospectus under the caption "“Use of Proceeds"”) and compliance by the Fund Trust with its obligations under this Agreement hereunder have been duly authorized by all necessary corporate trust action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or a default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Fund Trust pursuant to to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Trust Material Adverse Effect), nor will such action result in any violation of the provisions of the charter declaration of trust or the by-laws of the Fund, Trust or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund Trust or any of its assets, properties or operations. As used herein, a "“Repayment Event" ” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's ’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the FundTrust.
Appears in 1 contract
Samples: Purchase Agreement (Blackrock Strategic Dividend Achievers Trust)
Absence of Defaults and Conflicts. The Fund Neither the Company nor the Bank and its subsidiaries considered as one enterprise is not in violation of its respective charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Fund it is a party or by which it or its properties may be bound, or to which any of the its property or assets of the Fund is subject (collectively, "Agreements and Instruments"), except for such defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement, the Custody Agreement, the Auction Agent Agreement and the Letter of Representations referred to in the Registration Statement (as used herein, the "Advisory Agreement", the "Custody Agreement," the "Auction Agreement" and the "Letter of Representations," respectively) and the consummation of the transactions contemplated in this Agreement herein and in the Registration Statement Prospectus (including the issuance and sale of the Shares Securities and the use of the proceeds from the sale of the Shares Securities as described in the Prospectus under the caption "Use of Proceeds") and compliance by the Fund Company and the Bank with its their respective obligations under this Agreement hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or a default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any of their respective property or assets of the Fund pursuant to to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the their respective charter or the by-laws of the Fund, or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund them or any of its their assets, properties or operations. As used herein, a "Repayment Event" means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the FundCompany or the Bank, as applicable.
Appears in 1 contract
Absence of Defaults and Conflicts. The Fund is not in violation of its charter or by-laws laws, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Fund it is a party or by which it or its properties may be bound, or to which any of the property or assets of the Fund is subject (collectively, "Agreements and Instruments"), ) except for such violations or defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement, the Custody Administration Agreement, the Auction Agent Custodian Agreement and the Letter of Representations Transfer Agency and Service Agreement referred to in the Registration Statement (as used herein, individually the "Investment Advisory Agreement", the "Custody Agreement," the "Auction Administration Agreement," the "Custodian Agreement" and the "Letter of RepresentationsTransfer Agency and Service Agreement," respectivelyrespectively and collectively the "Offering Agreements") and the consummation of the transactions contemplated in this Agreement the Offering Agreements and in the Registration Statement (including the issuance and sale of the Shares and the use of the proceeds from the sale of the Shares as described in the Prospectus under the caption "Use of Proceeds") and compliance by the Fund with its obligations under this Agreement thereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or a default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Fund pursuant to to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter or the by-laws of the Fund, or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund or any of its assets, properties or operations. As used herein, a "Repayment Event" means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Fund.Material
Appears in 1 contract
Samples: Underwriting Agreement (RMK Advantage Income Fund, Inc.)
Absence of Defaults and Conflicts. The Fund is not in violation of its charter or by-laws laws, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Fund it is a party or by which it or its properties may be bound, or to which any of the property or assets of the Fund is subject (collectively, "Agreements and InstrumentsAGREEMENTS AND INSTRUMENTS"), ) except for such violations or defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement, the Custody Agreement, the Auction Agent Stock Transfer Agency Agreement, the Fund Administration Servicing Agreement and the Letter of Representations Fund Accounting Servicing Agreement referred to in the Registration Statement (as used herein, individually the "Investment Advisory Agreement", ," the "Custody Agreement," the "Auction Stock Transfer Agency Agreement," the "Fund Administration Servicing Agreement," and the "Letter of RepresentationsFund Accounting Servicing Agreement," respectivelyrespectively and collectively the "OFFERING AGREEMENTS") and the consummation of the transactions contemplated in this Agreement the Offering Agreements and in the Registration Statement (including the issuance and sale of the Shares and the use of the proceeds from the sale of the Shares as described in the General Disclosure Package and the Prospectus under the caption "Use of Proceeds") and compliance by the Fund with its obligations under this Agreement thereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or a default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Fund pursuant to to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter or the by-laws of the Fund, Fund or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund or any of its assets, properties or operationsoperations (except for such violations that would not result in a Material Adverse Effect). As used herein, a "Repayment EventREPAYMENT EVENT" means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Fund.
Appears in 1 contract
Samples: Underwriting Agreement (Tortoise Energy Capital Corp)
Absence of Defaults and Conflicts. The Fund Trust is not in violation of its charter declaration of trust or by-laws laws, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Fund it is a party or by which it or its properties may be bound, or to which any of the property or assets of the Fund Trust is subject (collectively, "Agreements and Instruments"), ) except for such violations or defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Management Agreement, the Administration Agreement, the Custody Agreement, the Auction Agent Agreement and the Letter of Representations Stocks Transfer Agency Agreement referred to in the Registration Statement (as used herein, the "Advisory Management Agreement," the "Administration Agreement", the "Custody Agreement," the "Auction Agreement" and the "Letter of RepresentationsStocks Transfer Agency Agreement," respectively) and the consummation of the transactions contemplated in this Agreement herein and in the Registration Statement (including the issuance and sale of the Shares Securities and the use of the proceeds from the sale of the Shares Securities as described in the Prospectus under the caption "Use of Proceeds") and compliance performance by the Fund with Trust of its obligations under this Agreement hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with violate or constitute a breach of, or a default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Fund Trust pursuant to to, the Agreements and Instruments (except for such conflictsviolations, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter declaration of trust or the by-laws of the Fund, Trust or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund Trust or any of its assets, properties or operationsoperations (except for such violations that would not result in a Material Adverse Effect). As used herein, a "Repayment Event" means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the FundTrust.
Appears in 1 contract
Samples: Purchase Agreement (Calamos Convertible Opportunities & Income Fund)
Absence of Defaults and Conflicts. The Fund Company is not in violation of its charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Fund Company is a party or by which it or its properties any of them may be bound, or to which any of the property or assets of the Fund Company is subject (collectively, "Agreements and Instruments"), ) except for such violations or defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement, the Custody Agreement, the Auction Agent Agreement and the Letter of Representations referred to in the Registration Statement (as used herein, the "Advisory Agreement", the "Custody Agreement," the "Auction Agreement" and the "Letter of Representations," respectively) and the consummation of the transactions contemplated in this Agreement herein and in the Registration Statement (including the issuance and sale of the Shares Securities and the use of the proceeds from the sale of the Shares Securities as described in the Prospectus under the caption "Use of Proceeds") and compliance by the Fund Company with its obligations under this Agreement hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or a default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Fund Company or any subsidiary pursuant to to, the Agreements and Instruments (except for such conflicts, breaches breaches, defaults or defaults Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter or the by-laws of the Fund, or (A) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund Company or any subsidiary or any of its their assets, properties or operationsoperations except for such violations that would not result in a Material Adverse Effect or (B) the provisions of the charter or by-laws of the Company or any subsidiary. As used herein, a "Repayment Event" means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Fund.a
Appears in 1 contract
Absence of Defaults and Conflicts. The Fund Trust is not in violation of its charter declaration of trust or by-laws laws, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Fund it is a party or by which it or its properties may be bound, or to which any of the property or assets of the Fund Trust is subject (collectively, "Agreements and Instruments"), ) except for such violations or defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Management Agreement, the Sub-Advisory Agreement, the Custody Agreement, the Auction Agent Custodian Agreement and the Letter of Representations Transfer Agent and Service Agreement referred to in the Registration Statement (as used herein, the "Management Agreement," the "Sub-Advisory Agreement", the "Custody Agreement," the "Auction Custodian Agreement" and the "Letter of RepresentationsTransfer Agency Agreement," respectively) and the consummation of the transactions contemplated in this Agreement herein and in the Registration Statement (including the issuance and sale of the Shares Securities and the use of the proceeds from the sale of the Shares Securities as described in the Prospectus under the caption "Use of Proceeds") and compliance by the Fund Trust with its obligations under this Agreement hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or a default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Fund Trust pursuant to to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter declaration of trust or the by-laws of the Fund, Trust or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund Trust or any of its assets, properties or operations. As used herein, a "Repayment Event" means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holderxxxxxx's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the FundTrust.
Appears in 1 contract
Samples: Purchase Agreement (Blackrock Municipal 2018 Term Trust)
Absence of Defaults and Conflicts. The Fund None of the CNX Parties is not (i) in violation of its charter Organizational Documents or by-laws or (ii) in default in the performance or observance of any obligation, agreement, covenant or condition contemplated by the Transactions or contained in any material contractCNX Document, indentureexcept, mortgage, deed in the case of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Fund is a party or by which it or its properties may be bound, or to which any of the property or assets of the Fund is subject clause (collectively, "Agreements and Instruments"ii), except for such defaults that would not not, individually or in the aggregate, result in a Material Adverse Effect; Effect or materially and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement, the Custody Agreement, the Auction Agent Agreement and the Letter of Representations referred to in the Registration Statement (as used herein, the "Advisory Agreement", the "Custody Agreement," the "Auction Agreement" and the "Letter of Representations," respectively) and adversely affect the consummation of the transactions contemplated in this Agreement (including the Transactions). The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein (including the Transactions) and in the Registration Statement Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Shares Units and the use of the proceeds from the sale of the Shares Units as described in the preliminary prospectus and the Prospectus under the caption "“Use of Proceeds"”) and compliance by the Fund CNX Parties party hereto with its their obligations under this Agreement have been duly authorized by all necessary corporate action and (including the Transactions) do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, of or a default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance Lien upon any property or assets of the Fund Partnership Entities pursuant to the Agreements and Instruments (any CNX Documents, except for such conflicts, breaches or breaches, defaults or liens, charges or encumbrances Liens that would not not, individually or in the aggregate, result in a Material Adverse EffectEffect or materially and adversely affect the consummation of the transactions contemplated in this Agreement (including the Transactions), nor will such action result in any violation of (A) the provisions of the charter or the by-laws Organizational Documents of the Fund, CNX Parties or (B) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund CNX Parties or any of its their respective assets, properties or operations. As used herein, except, in the case of clause (B), for such violations that would not, individually or in the aggregate, result in a "Repayment Event" means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the FundMaterial Adverse Effect.
Appears in 1 contract
Absence of Defaults and Conflicts. The Fund Company is not (i) in violation of its charter or by-laws or (ii) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Fund Company is a party or by which it or its properties may be bound, or to which any of the property or assets of the Fund Company is subject (collectively, "“Agreements and Instruments"), ”) except for such defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement, issuance and sale of the Custody Agreement, the Auction Agent Agreement and the Letter of Representations referred to in the Registration Statement (as used herein, the "Advisory Agreement", the "Custody Agreement," the "Auction Agreement" and the "Letter of Representations," respectively) Offered Securities and the consummation of the transactions contemplated in this Agreement herein and in the Registration Statement (including the issuance and sale of the Shares and the use of the proceeds from the sale of the Shares Offered Securities as described in the Prospectus under the caption "“Use of Proceeds"”) and compliance by the Fund Company with its obligations under this Agreement hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or a default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Fund Company pursuant to to, the Agreements and Instruments (except for such conflicts, breaches breaches, defaults or defaults Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter or the by-laws of the Fund, Company or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund Company or any of its assets, properties or operations. As used herein, a "“Repayment Event" ” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's ’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the FundCompany.
Appears in 1 contract
Samples: Underwriting Agreement (Orexigen Therapeutics, Inc.)
Absence of Defaults and Conflicts. The Fund is not in violation of its charter the Agreement and Declaration of Trust or by-laws of the Fund, each as amended from time to time, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Fund it is a party or by which it or its properties may be bound, or to which any of the property or assets of the Fund is subject (collectively, "“Agreements and Instruments"), ”) except for such violations or defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement dated as of May 24, 2007 between the Fund and the Investment Adviser (the “Investment Advisory Agreement”), the Investment Management Agreement dated as of May 24, 2007 among the Fund, the Investment Adviser and the Investment Manager (the “Investment Management Agreement”), the Custodian Contract dated as of May 24, 2007 between the Fund and The Bank of New York (the “Custody Agreement”), the Auction Agent Agency Agreement between the Fund and The Bank of New York, dated September [ ], 2007 and the Letter Stock Transfer Agency Agreement dated as of Representations referred to in May 24, 2007 between the Registration Statement Fund and The Bank of New York (as used herein, the "Advisory “Stock Transfer Agency Agreement", the "Custody Agreement," the "Auction Agreement" and the "Letter of Representations," respectively”) and the consummation of the transactions contemplated in this Agreement herein and in the Registration Statement (including the issuance and sale of the Shares AMPS and the use of the proceeds from the sale of the Shares AMPS as described in the Prospectus under the caption "“Use of Proceeds"”) and compliance by the Fund with its obligations under this Agreement hereunder have been duly authorized by all necessary corporate action under the Delaware Statutory Trust Act (the “Delaware Act”) and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or a default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Fund pursuant to to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation (except for such violations that will not result in a Material Adverse Effect) of the provisions of the charter Agreement and Declaration of Trust or the by-laws of the Fund, each as amended from time to time, or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund or any of its assets, properties or operations, other than State securities or “blue sky” laws applicable in connection with the purchase and distribution of the AMPS by the Underwriters pursuant to this Agreement. As used herein, a "“Repayment Event" ” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's ’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Fund.
Appears in 1 contract
Samples: Purchase Agreement (Advent/Claymore Global Convertible Securities & Income Fund)
Absence of Defaults and Conflicts. The Fund is not (i) in violation of its charter or by-laws bylaws, or (ii) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Fund it is a party or by which it or its properties may be bound, or to which any of the property or assets of the Fund is subject (collectively, "“Agreements and Instruments")”) except, except with respect to this clause (ii) for such violations or defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement, the Custody Agreement between U.S. Bank National Association (“Custodian”) and the Fund (the “Custodian Agreement”), the Stock Transfer Agency Agreement between Computershare Trust Company, N.A. (the “Transfer Agent”) and the Fund (the “Transfer Agency Agreement”), and the Administration Agreement between U.S. Bancorp Fund Services, LLC (the “Administrator”) and the Fund (the “Administration Agreement”) (this Agreement, the Auction Agent Investment Advisory Agreement, the Custodian Agreement, the Transfer Agency Agreement and the Letter of Representations Administration Agreement being referred to in herein collectively as the Registration Statement (as used herein, the "Advisory Agreement", the "Custody Agreement," the "Auction Agreement" and the "Letter of Representations," respectively“Fundamental Agreements”) and the consummation of the transactions contemplated in this Agreement the Fundamental Agreements, the Plan and in the Registration Statement (including the issuance and sale of the Shares and the use of the proceeds from the sale of the Shares as described in the Prospectus and the Time of Sale Prospectus under the caption "“Use of Proceeds"”) and compliance by the Fund with its obligations under this Agreement thereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or a default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Fund pursuant to to, the Fundamental Agreements and Instruments or the Plan (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter or the by-laws bylaws of the Fund, Fund or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund or any of its assets, properties or operationsoperations (except for such violations that would not result in a Material Adverse Effect). As used herein, a "“Repayment Event" ” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's ’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Fund.
Appears in 1 contract
Samples: Underwriting Agreement (Tortoise Pipeline & Energy Fund, Inc.)
Absence of Defaults and Conflicts. The Fund Company is not in violation of its charter Articles of Incorporation, as amended (the “Charter”), or by-laws Bylaws, as amended (the “Bylaws”). The Bank is not in violation of its charter, bylaws or other organizational documents. Neither the Company nor the Bank is in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Fund Company or the Bank is a party or by which it or its properties the Bank may be bound, or to which any of the property or assets of the Fund Company or the Bank is subject (collectively, "“Agreements and Instruments")”) except such default that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, or in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for such violations or defaults that would not not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement, the Custody Agreement, the Auction Agent Agreement and the Letter of Representations referred to in the Registration Statement (as used herein, the "Advisory Agreement", the "Custody Agreement," the "Auction Agreement" and the "Letter of Representations," respectively) and the consummation of the transactions contemplated in this Agreement herein and therein, and in the Registration Statement (including the issuance and sale of the Shares and the use of the proceeds from the sale of the Shares as described in the Prospectus under the caption "“Use of Proceeds"”) and compliance by the Fund Company with its obligations under this Agreement hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or a default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Fund pursuant to the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter or the by-laws of the Fund, or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund or any of its assets, properties or operations. As used herein, a "Repayment Event" means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Fund.conflict
Appears in 1 contract
Samples: Underwriting Agreement (OP Bancorp)
Absence of Defaults and Conflicts. The Fund is not in violation of its charter articles of incorporation or by-laws laws, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Fund it is a party or by which it or its properties may be bound, or to which any of the property or assets of the Fund is subject (collectively, "Agreements and Instruments"), ) except for such violations or defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement, the Custody Agreement, the Auction Agent Agreement and the Letter of Representations Administration Agreement referred to in the Registration Statement Statement, the Custodian Services Agreement, dated as of August 29, 2003 between the Fund and PFPC Trust Company, and the Transfer and Dividend Disbursing Agent and Registrar Agreement, dated as of August 29, 2003 between the Fund and PFPC, Inc., (as used herein, the "Advisory Agreement", ," the "Custody Administration Agreement," the "Auction Custodian Services Agreement" and the "Letter of RepresentationsTransfer Agency And Registrar Agreement," respectively) and the consummation of the transactions contemplated in this Agreement herein and in the Registration Statement (including the issuance and sale of the Shares Securities and the use of the proceeds from the sale of the Shares Securities as described in the Prospectus under the caption "Use of Proceeds") and compliance by the Fund with its obligations under this Agreement hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or a default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Fund pursuant to to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter articles of incorporation or the by-laws of the Fund, or nor will such action result in any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund or any of its assets, properties or operations, except for such violations that would not result in a Material Adverse Effect. As used herein, a "Repayment Event" means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Fund.
Appears in 1 contract
Samples: Purchase Agreement (Flaherty & Crumrine/Claymore Total Return Fund Inc)
Absence of Defaults and Conflicts. The Fund Neither the Company nor any --------------------------------- of its subsidiaries is not in violation of its charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Fund Company or any of its subsidiaries is a party or by which it or its properties any of them may be bound, or to which any of the property or assets of the Fund Company or any subsidiary is subject (collectively, "Agreements and Instruments"), ) except for such defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement, the Custody Agreement, the Auction Agent Agreement and the Letter of Representations referred to in the Registration Statement (as used herein, the "Advisory Agreement", the "Custody Agreement," the "Auction Agreement" and the "Letter of Representations," respectively) Indenture and the consummation of the transactions contemplated herein, in this Agreement the Indenture and in the Registration Statement (including the issuance and sale of the Shares and the use of the proceeds from the sale of the Shares as described in the Prospectus under the caption "Use of Proceeds"Securities) and compliance by the Fund Company with its obligations hereunder and under this Agreement the Indenture have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or a default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Fund Company or any subsidiary pursuant to to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter or the by-laws of the Fund, Company or any subsidiary or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government governmental instrumentality or court, domestic or foreign, having jurisdiction over the Fund Company or any subsidiary or any of its assets, properties their assets or operationsproperties. As used herein, a "Repayment Event" means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the FundCompany or any subsidiary.
Appears in 1 contract
Absence of Defaults and Conflicts. The Fund Company is not in violation of its charter Amended and Restated Articles of Incorporation (as amended and restated, the “Charter”), or by-laws Amended and Restated Bylaws (as amended and restated, the “Bylaws”); none of the Subsidiaries is in violation of its charter, bylaws or other organizational documents and neither the Company nor any of its Subsidiaries is in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Fund Company or any of its Subsidiaries is a party or by which it or its properties any of them may be bound, or to which any of the property or assets of the Fund Company or any Subsidiary is subject (collectively, "“Agreements and Instruments"”), or in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority having jurisdiction over the Company or any of its Subsidiaries, except for such violations or defaults that would not not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement, the Custody Agreement, the Auction Agent Agreement and the Letter of Representations referred to in the Registration Statement (as used herein, the "Advisory Agreement", the "Custody Agreement," the "Auction Agreement" and the "Letter of Representations," respectively) and the consummation of the transactions contemplated in this Agreement herein, and in the Registration Statement (including the issuance and sale of the Shares and the use of the proceeds from the sale of the Shares as described in the Prospectus under the caption "“Use of Proceeds"”) and compliance by the Fund Company with its obligations under this Agreement hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or a default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Fund Company or any Subsidiary pursuant to to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect), ; nor will such action result in any violation of the provisions of the charter Charter or Bylaws of the Company or the by-laws charter, bylaws or other organizational document of the Fund, or any Subsidiary; nor will such action result in any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund Company or any Subsidiary or any of its their assets, properties or operationsoperations (except for such violations that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect). As used herein, a "“Repayment Event" ” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's ’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the FundCompany or any Subsidiary.
Appears in 1 contract
Absence of Defaults and Conflicts. The Fund is not in violation of its charter articles of incorporation or by-laws laws, each as amended from time to time, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Fund it is a party or by which it or its properties may be bound, or to which any of the property or assets of the Fund is subject (collectively, "Agreements and Instruments"), ) except for such violations or defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Management Agreement, the Custody Administration Agreement, the Auction Agent Agreement Custodian Agreement, and the Letter of Representations Transfer Agency and Service Agreement referred to in the Registration Statement (as used herein, the "Advisory Agreement", the "Custody Management Agreement," the "Auction Administration Agreement," the "Custodian Agreement" and the "Letter of RepresentationsTransfer Agency Agreement," respectively) and the consummation of the transactions contemplated in this Agreement herein and in the Registration Statement (including the issuance and sale of the Shares Securities and the use of the proceeds from the sale of the Shares Securities as described in the Prospectus under the caption "Use of Proceeds") and compliance by the Fund with its obligations under this Agreement hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or a default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Fund pursuant to to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter articles of incorporation or the by-laws of the Fund, each as amended from time to time, or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund or any of its assets, properties or operations. As used herein, a "Repayment Event" means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Fund.
Appears in 1 contract
Samples: Purchase Agreement (Lazard World Dividend & Income Fund, Inc.)
Absence of Defaults and Conflicts. The Fund is not in violation of its charter Charter or by-laws laws, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Fund it is a party or by which it or its properties may be bound, or to which any of the property or assets of the Fund is subject (collectively, "Agreements and Instruments"), ) except for such violations or defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Management Agreement, the Custody Custodian Agreement, the Auction Transfer Agent and Service Agreement and the Letter of Representations Auction Agency Agreement referred to in the Registration Statement (as used herein, the "Advisory Management Agreement," the "Custodian Agreement", the "Custody Agreement," the "Auction Transfer Agency Agreement" and the "Letter of RepresentationsAuction Agency Agreement," respectively) and the consummation of the transactions contemplated in this Agreement herein and in the Registration Statement (including the issuance and sale of the Shares AMPS and the use of the proceeds from the sale of the Shares AMPS as described in the Prospectus under the caption "Use of Proceeds") and compliance by the Fund with its obligations under this Agreement hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or a default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Fund pursuant to to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter Declaration or the by-laws of the Fund, Fund or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund or any of its assets, properties or operations. As used herein, a "Repayment Event" means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Fund.
Appears in 1 contract
Samples: Purchase Agreement (Mbia Capital Claymore Man Dur Inv GRD Muni Fund)
Absence of Defaults and Conflicts. The Fund is not in violation of its charter the Articles or the Fund’s by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Fund it is a party or by which it or its properties may be bound, or to which any of the property or assets of the Fund is subject (collectively, "“Agreements and Instruments"”), except for such violations or defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement, the Custody Administration Agreement, the Auction Agent Custodian Agreement, the Transfer Agency Agreement and the Letter of Representations Auction Agency Agreement referred to in the Registration Statement (as used herein, the "“Advisory Agreement", ,” the "Custody “Administration Agreement," ” the "Auction “Custodian Agreement" ,” the “Transfer Agency Agreement” and the "Letter of Representations“Auction Agency Agreement," ” respectively) and the consummation of the transactions contemplated in this Agreement herein and in the Registration Statement (including the issuance and sale of the Shares AMPS and the use of the proceeds from the sale of the Shares AMPS as described in the Prospectus under the caption "“Use of Proceeds"”) and compliance by the Fund with its obligations under this Agreement hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or a default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Fund pursuant to to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter Articles or the Fund’s by-laws of the Fundlaws, or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund or any of its assets, properties or operations. As used herein, a "“Repayment Event" ” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's ’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Fund.
Appears in 1 contract
Samples: Purchase Agreement (Duff & Phelps Utility & Corporate Bond Trust Inc)
Absence of Defaults and Conflicts. The Fund None of the Bank or any of the Subsidiaries is not in violation of its charter or by-laws organizational documents or in default in any material respect in the performance or observance of any material obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease lease, license or other agreement or instrument to which any of the Fund Bank or the Subsidiaries is a party or by which it or its properties any of them may be bound, or to which any of the property or assets of the Fund Bank or the Subsidiaries is subject (collectively, "“Agreements and Instruments"”), except for such defaults that would not result in a Material Adverse Effect; and the . The execution, delivery and performance of this Agreementthe Transaction Documents by the Bank, the Investment Advisory Agreement, the Custody Agreement, the Auction Agent Agreement and the Letter of Representations referred to in the Registration Statement (as used herein, the "Advisory Agreement", the "Custody Agreement," the "Auction Agreement" and the "Letter of Representations," respectively) and the consummation of the transactions contemplated in this Agreement herein and in the Registration Statement Offering Documents (including the issuance authorization, issuance, sale and sale delivery of the Shares Shares, and the use of the proceeds from the sale of the Shares as described in the Prospectus Registration Statement under the caption "“Use of Proceeds") ”), and compliance by the Fund Bank with its obligations under this Agreement have been duly authorized by all necessary corporate action hereunder and thereunder, do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or a default or Repayment Event (as defined belowherein) under, or result in the creation or imposition of any security interest, mortgage, pledge, lien, charge charge, encumbrance, claim or encumbrance equitable right upon any property or assets of the Fund Bank or any of the Subsidiaries pursuant to the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect)Instruments, nor will such action result in any violation of or conflict with (A) the provisions of the charter or the by-laws organizational documents of the FundBank or resolutions of the directors or shareholders of the Bank, which are in effect at the date hereof, or any of the Subsidiaries, or (B) any existing applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, governmental authority having jurisdiction over the Fund Bank or any of its the Subsidiaries or any of their assets, properties or operationsoperations (including, without limitation, Canadian Securities Laws, applicable corporate law, the Bank Act (Canada) and the rules and regulations of the Toronto Stock Exchange (the “TSX”)). As used herein, a "“Repayment Event" ” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's ’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the FundBank or any of the Subsidiaries.
Appears in 1 contract
Samples: Underwriting Agreement (VersaBank)
Absence of Defaults and Conflicts. The Fund Neither the Company nor any of its subsidiaries is not in violation of its charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Fund Company or any of its subsidiaries is a party or by which it or its properties any of them may be bound, or to which any of the property or assets of the Fund Company or any of its subsidiaries is subject (collectively, "Agreements and Instruments"), ) except for such defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement, the Custody Agreement, the Auction Agent Agreement Indenture and the Letter of Representations referred Securities and any other agreement or instrument entered into or issued or to be entered into or issued by the Company in connection with the transactions contemplated hereby or thereby or in the Registration Statement (as used herein, the "Advisory Agreement", the "Custody Agreement," the "Auction Agreement" and the "Letter of Representations," respectively) Offering Memorandum and the consummation of the transactions contemplated in this Agreement herein and in the Registration Statement Offering Memorandum (including the issuance and sale of the Shares Securities and the use of the proceeds from the sale of the Shares Securities as described in the Prospectus Offering Memorandum under the caption "Use of Proceeds") and compliance by the Fund Company with its obligations under this Agreement hereunder have been duly authorized by all necessary corporate action and (a) do not and will not, whether with or without the giving of notice or passage of time or both, (1) conflict with or constitute a breach of, or a default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property properties, assets or assets operations of the Fund Company or any of its subsidiaries pursuant to to, or (2) constitute a Repayment Event (as defined below) under, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect)Instruments, nor (b) will such action result in any violation of the provisions of the charter or the by-laws of the FundCompany or any charters, bylaws and similar organizational documents of its subsidiaries or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund Company or any of its subsidiaries or any of their assets, properties or operations, except in the case of clause (a), subclause (1) above, for any conflict, breach, default, lien, charge or encumbrance as would not result in a Material Adverse Effect. As used herein, a "Repayment Event" means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the FundCompany or any of its subsidiaries.
Appears in 1 contract
Samples: Purchase Agreement (Service Corporation International)
Absence of Defaults and Conflicts. The Fund Company is not in violation of its charter Restated Certificate of Incorporation, as amended (the “Charter”), or by-laws Amended and Restated Bylaws, as amended (the “Bylaws”); none of the Subsidiaries is in violation of its charter, bylaws or other organizational documents and neither the Company nor any of its Subsidiaries is in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Fund Company or any of its Subsidiaries is a party or by which it or its properties any of them may be bound, or to which any of the property or assets of the Fund Company or any Subsidiary is subject (collectively, "“Agreements and Instruments"”), or in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except in each case for such violations or defaults that would not not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement, the Custody Agreement, the Auction Agent Agreement and the Letter of Representations referred to in the Registration Statement (as used herein, the "Advisory Agreement", the "Custody Agreement," the "Auction Agreement" and the "Letter of Representations," respectively) and the consummation of the transactions contemplated in this Agreement herein and therein, and in the Registration Statement (including the issuance and sale of the Shares and the use of the proceeds from the sale of the Shares as described in the Prospectus under the caption "“Use of Proceeds"”) and compliance by the Fund Company with its obligations under this Agreement hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or a default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Fund pursuant to the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter or the by-laws of the Fund, or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund or any of its assets, properties or operations. As used herein, a "Repayment Event" means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Fund.corporate
Appears in 1 contract
Absence of Defaults and Conflicts. The Fund is not in violation of its charter the Statement or by-laws laws, each as amended or supplemented to date, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Fund is a party or by which it or its properties may be bound, or to which any of the property or assets of the Fund is subject (collectively, "“Agreements and Instruments"), ”) except for such violations or defaults (A) that do not involve Offering Agreements (as defined below) and (B) that would not not, individually or in the aggregate, result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement dated as of March 29, 1999 between the Fund and the Adviser, the Mutual Fund Custody and Services Agreement dated as of September 10, 2001 between Fund and The Bank of New York Mellon Corporation and the Transfer Agency and Service Agreement, dated as of January 1, 2011 among the Custody AgreementFund, the Auction Agent Agreement Computershare Trust Company, N.A. and the Letter of Representations Computershare Inc., referred to in the Registration Statement (as used herein, individually the "“Investment Advisory Agreement", ,” the "“Custody Agreement," the "Auction Agreement" ” and the "Letter of Representations“Transfer Agency Agreement," respectively” respectively and collectively the “Offering Agreements”) and the consummation of the transactions contemplated in this Agreement the Offering Agreements and in the Registration Statement (including the issuance and sale of the Shares and the use of the proceeds from the sale of the Shares as described in the Preliminary Prospectus and the Prospectus under the caption "“Use of Proceeds"”) and compliance by the Fund with its obligations under this Agreement thereunder have been duly authorized by all necessary corporate trust action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or a default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Fund pursuant to to, the Agreements and Instruments (except for such conflicts, breaches or breaches, defaults or liens, charges or encumbrances that would not not, individually or in the aggregate, result in a Material Adverse Effect), nor will such action result in (i) any violation of the provisions of the charter Statement or the by-laws of the Fund, Fund or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund or any of its assets, properties or operations, except with respect to (ii) only for such violations that would not, individually or in the aggregate, result in a Material Adverse Effect. As used herein, a "“Repayment Event" ” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's ’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Fund.
Appears in 1 contract
Absence of Defaults and Conflicts. The Fund is not in violation of its charter Charter or by-laws laws, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Fund it is a party or by which it or its properties may be bound, or to which any of the property or assets of the Fund is subject (collectively, "“Agreements and Instruments"), ”) except for such violations or defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Administration Agreement, the Custody Sub-Administration Agreement, the Auction Investment Management Agreement, the Custodian Agreement, the Transfer Agent and Service Agreement and the Letter of Representations Auction Agency Agreement referred to in the Registration Statement (as used herein, the "Advisory Agreement", the "Custody “Administration Agreement," ” the "Auction “Sub-Administration Agreement" ,” the “Management Agreement,” the “Custodian Agreement,” the “Transfer Agency Agreement” and the "Letter of Representations“Auction Agency Agreement," ” respectively) and the consummation of the transactions contemplated in this Agreement herein and in the Registration Statement (including the issuance and sale of the Shares AMPS and the use of the proceeds from the sale of the Shares AMPS as described in the Prospectus under the caption "“Use of Proceeds"”) and compliance by the Fund with its obligations under this Agreement hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or a default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Fund pursuant to to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter Charter or the by-laws of the Fund, Fund or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund or any of its assets, properties or operations. As used herein, a "“Repayment Event" ” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's ’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Fund.
Appears in 1 contract
Samples: Purchase Agreement (Cohen & Steers Select Utility Fund Inc)
Absence of Defaults and Conflicts. The Fund Company is not in violation of its charter Articles of Incorporation or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Fund Company is a party or by which it or its properties may be bound, or to which any of the property assets, properties or assets operations of the Fund Company is subject (collectively, "“Agreements and Instruments"”), except for such defaults that would not result in a Material Adverse Effect; and the Change. The execution, delivery and performance of this Agreement, the Investment Advisory each applicable Terms Agreement, the Custody AgreementIndenture, the Auction Agent Agreement Securities and any other agreement or instrument entered into or issued or to be entered into or issued by the Letter of Representations referred to Company in connection with the transactions contemplated hereby or thereby or in the Registration Statement (as used hereinStatement, the "Advisory Agreement", the "Custody Agreement," the "Auction Agreement" General Disclosure Package and the "Letter of Representations," respectively) Prospectus and the consummation of the transactions contemplated in this Agreement herein and in the Registration Statement Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Shares Securities and the use of the proceeds from the sale of the Shares Securities as described in the Prospectus under the caption "Use of Proceeds"therein) and compliance by the Fund Company with its obligations under this Agreement hereunder and thereunder have been duly authorized by all necessary corporate company action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or a default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property assets, properties or assets operations of the Fund Company pursuant to the to, any Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect)Instruments, nor will such action result in any violation of the provisions of the charter organizational documents or the by-laws of the Fund, Company or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund Company or any of its assets, properties or operations. As used herein, a "“Repayment Event" ” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's ’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the FundCompany.
Appears in 1 contract
Absence of Defaults and Conflicts. The Fund is not in violation of its charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Fund is a party or by which it or its properties may be bound, or to which any of the property or assets of the Fund is subject (collectively, "“Agreements and Instruments"”), except for such defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory and Management Agreement dated as of [•], 2006 between the Fund and the Investment Adviser (the “Advisory Agreement”), the Transfer Agency Agreement dated as of March 8, 2006 between the Fund and The Bank of New York (the “Transfer Agency Agreement”), and the Custody Agreement dated as of September 21, 2001, as amended as of April [•], 2006, between the Fund and State Street Bank and Trust Company (the “Custody Agreement, the Auction Agent Agreement and the Letter of Representations referred to in the Registration Statement (as used herein, the "Advisory Agreement", the "Custody Agreement," the "Auction Agreement" and the "Letter of Representations," respectively”) and the consummation of the transactions contemplated in this Agreement and in the Registration Statement (including the issuance and sale of the Shares and the use of the proceeds from the sale of the Shares as described in the Prospectus under the caption "“Use of Proceeds"”) and compliance by the Fund with its obligations under this Agreement have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or a default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Fund pursuant to the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter or the by-laws of the Fund, or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund or any of its assets, properties or operationsoperations (collectively, the “Laws” except for such Laws which would not have a Material Adverse Effect). As used herein, a "“Repayment Event" ” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's ’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Fund.
Appears in 1 contract
Samples: Purchase Agreement (Global Income & Currency Fund Inc.)
Absence of Defaults and Conflicts. The Fund is not in violation of its charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Fund is a party or by which it or its properties may be bound, or to which any of the property or assets of the Fund is subject (collectively, "“Agreements and Instruments"”), except for such defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory and Management Agreement dated as of [ ], 2007 between the Fund and the Investment Adviser (the “Advisory Agreement”), the Transfer Agency Agreement dated as of [ ], 2007 between the Fund and The Bank of New York (the “Transfer Agency Agreement”), and the Custody Agreement dated as of September 21, 2007, between the Fund and State Street Bank and Trust Company (the “Custody Agreement, the Auction Agent Agreement and the Letter of Representations referred to in the Registration Statement (as used herein, the "Advisory Agreement", the "Custody Agreement," the "Auction Agreement" and the "Letter of Representations," respectively”) and the consummation of the transactions contemplated in this Agreement and in the Registration Statement (including the issuance and sale of the Shares and the use of the proceeds from the sale of the Shares as described in the Prospectus under the caption "“Use of Proceeds"”) and compliance by the Fund with its obligations under this Agreement have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or a default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Fund pursuant to the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter or the by-laws of the Fund, or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund or any of its assets, properties or operationsoperations (collectively, the “Laws” except for such Laws which would not have a Material Adverse Effect). As used herein, a "“Repayment Event" ” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's ’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Fund.
Appears in 1 contract
Samples: Purchase Agreement (MLP & Strategic Equity Fund Inc.)