Common use of Certain Representations, Warranties and Agreements Clause in Contracts

Certain Representations, Warranties and Agreements. of the Trust on behalf of the Acquired Fund. The Trust, for itself and, where appropriate, on behalf of the Acquired Fund, represents and warrants to, and agrees with, the Trust, on behalf of the Acquiring Fund as follows, with such representations, warranties and agreements made on behalf of the Acquired Fund on a several (and not joint, or joint and several) basis: (a) The Trust is a business trust, duly established, validly existing and in good standing under the laws of the State of Delaware. The Trust is registered with the SEC as an open-end management investment company under the 1940 Act, and such registration is in full force and effect. (b) The Trust has the power to own all of its properties and assets and to consummate the transactions contemplated herein, and has all necessary federal, state and local authorizations to carry on its business as now being conducted and to consummate the transactions contemplated by this Agreement. (c) This Agreement has been duly authorized by the Board of Trustees of the Trust on behalf of the Acquired Fund, and has been executed and delivered by duly authorized officers of the Trust, and represents a valid and binding contract, enforceable in accordance with its terms, subject as to enforcement to bankruptcy, insolvency, reorganization, arrangement, moratorium, and other similar laws of general applicability relating to or affecting creditors' rights and to general equity principles. The execution and delivery of this Agreement does not, and, subject to the approval of interestholders referred to in Section 6, the consummation of the transactions contemplated by this Agreement will not, violate the Declaration of Trust or the By-Laws of the Trust, or any material agreement or arrangement to which the Trust is a party or by which it is bound. (d) The Acquired Fund has continued to qualify as a separate partnership (and not a publicly traded partnership) for federal income tax purpose since its date for formation and shall continue to so qualify until its liquidation. (e) The Trust has valued, and will continue to value, the portfolio securities and other assets of the Acquired Fund in accordance with applicable legal requirements. (f) All of the issued and outstanding interests of the Trust's Acquired Fund have been validly issued and are fully paid and non-assessable, and were offered for sale and sold in conformity with the registration requirements of all applicable federal and state securities laws. (g) The Trust shall operate the business of the Acquired Fund in the ordinary course between the date hereof and the Effective Time of the Reorganization, except that the Trust shall complete all measures in respect of the Acquired Fund prior to the Effective Time of the Reorganization to ensure that the Reorganization qualifies as a "reorganization" within the meaning of Section 368(a) of the Code, regardless of whether such measures are in the ordinary course. It is understood that such ordinary course of business will include the declaration and payment of customary dividends and distributions and any other dividends and distributions deemed advisable in anticipation of the Reorganization. Notwithstanding anything herein to the contrary, the Trust shall take all appropriate action necessary in order for the Trust to receive the opinion provided for in Section 8(f). (h) At the Effective Time of the Reorganization, the Trust's Acquired Fund will have good and marketable title to the Fund Assets and full right, power and authority to assign, deliver and otherwise transfer such assets. (i) At the Effective Time of the Reorganization, all federal and other tax returns and reports of the Acquired Fund required by law to have been filed by such time shall have been filed, and all federal and other taxes shall have been paid so far as due, or provision shall have been made for the payment thereof and, to the best knowledge of management of the Trust, no such return or report shall be currently under audit and no assessment shall have been asserted with respect to such returns or reports. (j) As soon after the Closing Date as is reasonably practicable, the Trust, on behalf of the Acquired Fund shall prepare and file (on a timely basis) all federal and other tax returns and reports of the Acquired Fund required by law to be filed with respect to all periods ending on or before the Closing Date but not theretofore filed.

Certain Representations, Warranties and Agreements. of the Trust on behalf of the Acquired FundFunds. The Trust, for on behalf of itself and, where appropriate, on behalf of the Acquired FundFunds, represents and warrants to, and agrees with, the Trust, Trust on behalf of the Acquiring Fund Funds as follows, with such representations, warranties and agreements made on behalf of the Acquired Fund Acquiring Funds on a several (and not joint, or joint and several) basis: (a) The Trust is a business trustcorporation, duly establishedcreated, validly existing and in good standing under the laws of the State Commonwealth of DelawareMassachusetts. The Trust is registered with the SEC as an open-end management investment company under the 1940 Act, and such registration is in full force and effect. (b) The Trust has the power to own all of its properties and assets and to consummate the transactions contemplated herein, and has all necessary federal, state and local authorizations to carry on its business as now being conducted and to consummate the transactions contemplated by this Agreement. (c) This Agreement has been duly authorized by the Board of Trustees of the Trust on behalf of the Acquired FundFunds, and has been executed and delivered by duly authorized officers of the Trust, and represents a valid and binding contract, enforceable in accordance with its terms, subject as to enforcement to bankruptcy, insolvency, reorganization, arrangement, moratorium, and other similar laws of general applicability relating to or affecting creditors' rights and to general equity principles. The execution and delivery of this Agreement does not, and, subject to the approval of interestholders shareholders referred to in Section 6, the consummation of the transactions contemplated by this Agreement will not, violate the Declaration of Trust or the By-Laws of the Trust, Trust or any material agreement or arrangement to which the Trust it is a party or by which it is bound. (d) The Trust's Acquired Fund has continued Funds have elected to qualify and have qualified as a separate partnership ("regulated investment companies" under Part I of Subchapter M of Subtitle A, Chapter 1, of the Code, as of and not a publicly traded partnership) for federal income tax purpose since its date for formation their first taxable year; have been regulated investment companies under such Part of the Code at all times since the end of their first taxable year when they so qualified; and qualify and shall continue to so qualify until its liquidationas regulated investment companies for their taxable years ending upon their liquidations. (e) The Trust has valued, and will continue to value, the portfolio securities and other assets of the Acquired Fund Funds in accordance with applicable legal requirements. (f) The proxy materials included within the Registration Statement on Form N-14 (the "N-14 Registration Statement") from its effective date with the SEC, through the time of the shareholders meeting referred to in Section 6 and the Effective Time of the Reorganization, insofar as they relate to the Trust, (i) shall comply in all material respects with the provisions of the Securities Exchange Act of 1934 as amended (the "1934 Act") and the 1940 Act, the rules and regulations thereunder, and state securities laws, and (ii) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein not misleading. (g) All of the issued and outstanding interests shares of the Trust's Acquired Fund Funds have been validly issued and are fully paid and non-assessable, and were offered for sale and sold in conformity with the registration requirements of all applicable federal and state securities laws. (g) The Trust shall operate the business of the Acquired Fund in the ordinary course between the date hereof and the Effective Time of the Reorganization, except that the Trust shall complete all measures in respect of the Acquired Fund prior to the Effective Time of the Reorganization to ensure that the Reorganization qualifies as a "reorganization" within the meaning of Section 368(a) of the Code, regardless of whether such measures are in the ordinary course. It is understood that such ordinary course of business will include the declaration and payment of customary dividends and distributions and any other dividends and distributions deemed advisable in anticipation of the Reorganization. Notwithstanding anything herein to the contrary, the Trust shall take all appropriate action necessary in order for the Trust to receive the opinion provided for in Section 8(f). (hi) At the Effective Time of the Reorganization, the Trust's Acquired Fund Funds will have good and marketable title to the Fund Assets and full right, power and authority to assign, deliver and otherwise transfer such assets. (ij) At the Effective Time of the Reorganization, all federal and other tax returns and reports of the Acquired Fund Funds required by law to have been filed by such time shall have been filed, and all federal and other taxes shall have been paid so far as due, or provision shall have been made for the payment thereof and, to the best knowledge of management of the Trust, no such return or report shall be currently under audit and no assessment shall have been asserted with respect to such returns or reports. (j) As soon after the Closing Date as is reasonably practicable, the Trust, on behalf of the Acquired Fund shall prepare and file (on a timely basis) all federal and other tax returns and reports of the Acquired Fund required by law to be filed with respect to all periods ending on or before the Closing Date but not theretofore filed.

Certain Representations, Warranties and Agreements. of the Trust Company on behalf of the Acquired FundFunds. The TrustCompany, for on behalf of itself and, where appropriate, on behalf of the each Acquired Fund, represents and warrants to, and agrees with, the Trust, on behalf of the Acquiring Fund as follows, with such representations, warranties and agreements made on behalf of the Acquired Fund Funds on a several (and not joint, or joint and several) basis: (a) The Trust Company is a business trustcorporation, duly establishedincorporated, validly existing and in good standing under the laws of the State of DelawareMaryland. The Trust Company is registered with the SEC as an open-end management investment company under the 1940 Act, and such registration is in full force and effect. (b) The Trust Company has the power to own all of its properties and assets and to consummate the transactions contemplated herein, and has all necessary federal, state and local authorizations to carry on its business as now being conducted and to consummate the transactions contemplated by this Agreement. (c) This Agreement has been duly authorized by the Board of Trustees Directors of the Trust Company on behalf of the each Acquired Fund, and has been executed and delivered by duly authorized officers of the TrustCompany, and represents a valid and binding contract, enforceable in accordance with its terms, subject as to enforcement to bankruptcy, insolvency, reorganization, arrangement, moratorium, and other similar laws of general applicability relating to or affecting creditors' rights and to general equity principles. The execution and delivery of this Agreement does not, and, subject to the approval of interestholders shareholders referred to in Section 67, the consummation of the transactions contemplated by this Agreement will not, violate the Declaration Articles of Trust Incorporation or the By-Laws of the TrustCompany, or any material agreement or arrangement to which the Trust Company is a party or by which it is bound. (d) The Each Acquired Fund has continued elected to qualify and has qualified as a regulated investment company under Part I of Subchapter M of Subtitle A, Chapter 1, of the Code, as of and since its first taxable year; each has been a regulated investment company under such Part of the Code at all times since the end of its first taxable year when it so qualified; and each qualifies and shall continue to qualify as a separate partnership (and not a publicly traded partnership) regulated investment company for federal income tax purpose since its date for formation and shall continue to so qualify until taxable year ending upon its liquidation. (e) The Trust Company has valued, and will continue to value, the portfolio securities and other assets of the Acquired Fund Funds in accordance with applicable legal requirements. (f) The combined proxy statement/prospectus and form of proxy included within the Trust's registration statement on Form N-14 (the "N-14 Registration Statement"), from its effective date with the SEC through the time of the shareholders meeting referred to in Section 6 and the Effective Time of the Reorganization, insofar as they relate to the Company, or the Acquired Funds (i) shall comply in all material respects with the provisions of the Securities Act of 1933, as amended (the "1933 Act"), the Securities Exchange Act of 1934, as amended (the "1934 Act") and the 1940 Act, the rules and regulations thereunder, and applicable state securities laws, and (ii) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein not misleading. (g) All of the issued and outstanding interests shares of the TrustCompany's Acquired Fund Funds have been validly issued and are fully paid and non-assessable, and were offered for sale and sold in conformity with the registration requirements of all applicable federal and state securities laws. (gh) The Trust Company shall operate the business of the Acquired Fund Funds in the ordinary course between the date hereof and the Effective Time of the Reorganization, except that the Trust Company shall complete all measures in respect of the Acquired Fund Funds prior to the Effective Time of the Reorganization to ensure that the each Reorganization qualifies as a "reorganization" within the meaning of Section 368(a) of the Code, regardless of whether such measures are in the ordinary course. It is understood that such ordinary course of business will include the declaration and payment of customary dividends and distributions and any other dividends and distributions deemed advisable in anticipation of the ReorganizationReorganizations. Notwithstanding anything herein to the contrary, the Trust Company shall take all appropriate action necessary in order for the Trust Company to receive the opinion provided for in Section 8(fSections 9(f), (g) and (h). (hi) At the Effective Time of the Reorganization, the TrustCompany's Acquired Fund Funds will have good and marketable title to the Fund Assets and full right, power and authority to assign, deliver and otherwise transfer such assets. (ij) At the Effective Time of the Reorganization, all federal and other tax returns and reports of the Acquired Fund Funds required by law to have been filed by such time shall have been filed, and all federal and other taxes shall have been paid so far as due, or provision shall have been made for the payment thereof and, to the best knowledge of management of the TrustCompany, no such return or report shall be currently under audit and no assessment shall have been asserted with respect to such returns or reports. (j) As soon after the Closing Date as is reasonably practicable, the Trust, on behalf of the Acquired Fund shall prepare and file (on a timely basis) all federal and other tax returns and reports of the Acquired Fund required by law to be filed with respect to all periods ending on or before the Closing Date but not theretofore filed.

Certain Representations, Warranties and Agreements. of the Trust Company on behalf of the its Acquired FundFunds. The TrustCompany, for on behalf of itself and, where appropriate, on behalf of the its Acquired FundFunds, represents and warrants to, and agrees with, the Trust, Reserves on behalf of the corresponding Acquiring Fund Funds as follows, with such representations, warranties and agreements made on behalf of the Acquired Fund Funds on a several (and not joint, or joint and several) basis: (a) The Trust Company is a business trust, duly establishedcreated, validly existing and in good standing under the laws of the State state of DelawareMaryland. The Trust Company is registered with the SEC as an open-end management investment company under the 1940 Act, and such registration is in full force and effect. (b) The Trust Company has the power to own all of its properties and assets and to consummate the transactions contemplated herein, and has all necessary federal, state and local authorizations to carry on its business as now being conducted and to consummate the transactions contemplated by this Agreement. (c) This Agreement has been duly authorized by the Board of Trustees of the Trust Company on behalf of the Acquired Fundits Acquiring Funds, and has been executed and delivered by duly authorized officers of the TrustCompany, and represents a valid and binding contract, enforceable in accordance with its terms, subject as to enforcement to bankruptcy, insolvency, reorganization, arrangement, moratorium, and other similar laws of general applicability relating to or affecting creditors' rights and to general equity principles. The execution and delivery of this Agreement does not, and, subject to the approval of interestholders shareholders referred to in Section 6, the consummation of the transactions contemplated by this Agreement will not, violate the Declaration Articles of Trust Incorporation or the By-Laws of the TrustCompany, or any material agreement or arrangement to which the Trust Company is a party or by which it is bound. (d) The Company's Acquired Fund has continued Funds have elected to qualify and have qualified as a separate partnership (regulated investment companies under Part I of Subchapter M of Subtitle A, Chapter 1, of the Code, as of and not a publicly traded partnership) for federal income tax purpose since its date for formation their first taxable year; have been regulated investment companies under such Part of the Code at all times since the end of their first taxable year when they so qualified; and qualify and shall continue to so qualify until as regulated investment companies for their taxable year ending upon its liquidation. (e) The Trust Company has valued, and will continue to value, the portfolio securities and other assets of the its Acquired Fund Funds in accordance with applicable legal requirements. (f) The proxy statement and form of proxy (the "Proxy Statement") from its effective date with the SEC, through the time of the shareholders meeting referred to in Section 6 and the Effective Time of the Reorganization, insofar as they relate to the Company, (i) shall comply in all material respects with the provisions of the Securities Exchange Act of 1934 as amended (the "1934 Act") and the 1940 Act, the rules and regulations thereunder, and state securities laws, and (ii) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein not misleading. (g) All of the issued and outstanding interests shares of the TrustCompany's Acquired Fund Funds have been validly issued and are fully paid and non-assessable, and were offered for sale and sold in conformity with the registration requirements of all applicable federal and state securities laws. (gh) The Trust Company shall operate the business of the its Acquired Fund Funds in the ordinary course between the date hereof and the Effective Time of the Reorganization, except that the Trust shall complete all measures in respect of the Acquired Fund prior to the Effective Time of the Reorganization to ensure that the Reorganization qualifies as a "reorganization" within the meaning of Section 368(a) of the Code, regardless of whether such measures are in the ordinary course. It is understood it being agreed that such ordinary course of business will include the declaration and payment of customary dividends and distributions and any other dividends and distributions deemed advisable in anticipation of the Reorganization. Notwithstanding anything herein to the contrary, the Trust shall Company may take all appropriate action necessary in order for the Trust Company to receive the opinion provided for in Section 8(fSections 9(e) and 10(g). (hi) At the Effective Time of the Reorganization, the TrustCompany's Acquired Fund Funds will have good and marketable title to the Fund Assets and full right, power and authority to assign, deliver and otherwise transfer such assets. (ij) At the Effective Time of the Reorganization, all federal and other tax returns and reports of the Acquired Fund Funds required by law to have been filed by such time shall have been filed, and all federal and other taxes shall have been paid so far as due, or provision shall have been made for the payment thereof and, to the best knowledge of management of the TrustCompany, no such return or report shall be currently under audit and no assessment shall have been asserted with respect to such returns or reports. (j) As soon after the Closing Date as is reasonably practicable, the Trust, on behalf of the Acquired Fund shall prepare and file (on a timely basis) all federal and other tax returns and reports of the Acquired Fund required by law to be filed with respect to all periods ending on or before the Closing Date but not theretofore filed.

Certain Representations, Warranties and Agreements. of the Trust on behalf of the Acquired Fund. The Trust, for on behalf of itself and, where appropriate, on behalf of the Acquired Fund, represents and warrants to, and agrees with, the Funds Trust, on behalf of the Acquiring Fund as follows, with such representations, warranties and agreements made on behalf of the Acquired Fund on a several (and not joint, or joint and several) basis: (a) The Trust is a business trust, duly established, validly existing and in good standing under the laws of the State Commonwealth of DelawareMassachusetts. The Trust is registered with the SEC as an open-end management investment company under the 1940 Act, and such registration is in full force and effect. (b) The Trust has the power to own all of its properties and assets and to consummate the transactions contemplated herein, and has all necessary federal, state and local authorizations to carry on its business as now being conducted and to consummate the transactions contemplated by this Agreement. (c) This Agreement has been duly authorized by the Board of Trustees of the Trust on behalf of the Acquired Fund, and has been executed and delivered by duly authorized officers of the Trust, and represents a valid and binding contract, enforceable in accordance with its terms, subject as to enforcement to bankruptcy, insolvency, reorganization, arrangement, moratorium, and other similar laws of general applicability relating to or affecting creditors' rights and to general equity principles. The execution and delivery of this Agreement does not, and, subject to the approval of interestholders shareholders referred to in Section 67, the consummation of the transactions contemplated by this Agreement will not, violate the Declaration of Trust or the By-Laws of the Trust, or any material agreement or arrangement to which the Trust is a party or by which it is bound. (d) The Acquired Fund has continued elected to qualify and has qualified as a regulated investment company under Part I of Subchapter M of Subtitle A, Chapter 1, of the Code, as of and since its first taxable year; it has been a regulated investment company under such Part of the Code at all times since the end of its first taxable year when it so qualified; and it qualifies and shall continue to qualify as a separate partnership (and not a publicly traded partnership) regulated investment company for federal income tax purpose since its date for formation and shall continue to so qualify until taxable year ending upon its liquidation. (e) The Trust has valued, and will continue to value, the portfolio securities and other assets of the Acquired Fund in accordance with applicable legal requirements. (f) The combined proxy statement/prospectus and form of proxy included within Funds Trust's registration statement on Form N-14 (the "N-14 Registration Statement"), from its effective date with the SEC through the time of the shareholders meeting referred to in Section 6 and the Effective Time of the Reorganization, insofar as they relate to the Trust, or the Acquired Fund (i) shall comply in all material respects with the provisions of the Securities Act of 1933, as amended (the "1933 Act"), the Securities Exchange Act of 1934, as amended (the "1934 Act") and the 1940 Act, the rules and regulations thereunder, and applicable state securities laws, and (ii) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein not misleading. (g) All of the issued and outstanding interests shares of the Trust's Acquired Fund have been validly issued and are fully paid and non-assessable, and were offered for sale and sold in conformity with the registration requirements of all applicable federal and state securities laws. (gh) The Trust shall operate the business of the Acquired Fund in the ordinary course between the date hereof and the Effective Time of the Reorganization, except that the Trust shall complete all measures in respect of the Acquired Fund prior to the Effective Time of the Reorganization to ensure that the Reorganization qualifies as a "reorganization" within the meaning of Section 368(a) of the Code, regardless of whether such measures are in the ordinary course. It is understood that such ordinary course of business will include the declaration and payment of customary dividends and distributions and any other dividends and distributions deemed advisable in anticipation of the Reorganization. Notwithstanding anything herein to the contrary, the Trust shall take all appropriate action necessary in order for the Trust to receive the opinion provided for in Section 8(fSections 9(f), (g) and (h). (hi) At the Effective Time of the Reorganization, the Trust's Acquired Fund will have good and marketable title to the Fund Assets and full right, power and authority to assign, deliver and otherwise transfer such assets. (ij) At the Effective Time of the Reorganization, all federal and other tax returns and reports of the Acquired Fund required by law to have been filed by such time shall have been filed, and all federal and other taxes shall have been paid so far as due, or provision shall have been made for the payment thereof and, to the best knowledge of management of the Trust, no such return or report shall be currently under audit and no assessment shall have been asserted with respect to such returns or reports. (j) As soon after the Closing Date as is reasonably practicable, the Trust, on behalf of the Acquired Fund shall prepare and file (on a timely basis) all federal and other tax returns and reports of the Acquired Fund required by law to be filed with respect to all periods ending on or before the Closing Date but not theretofore filed.

Certain Representations, Warranties and Agreements. of the Trust on behalf of the Acquired FundFunds. The Trust, for on behalf of itself and, where appropriate, on behalf of the Acquired FundFunds, represents and warrants to, and agrees with, the Trust, Trust on behalf of the Acquiring Fund Funds as follows, with such representations, warranties and agreements made on behalf of the Acquired Fund Acquiring Funds on a several (and not joint, or joint and several) basis: (a) The Trust is a business trustcorporation, duly establishedcreated, validly existing and in good standing under the laws of the State Commonwealth of DelawareMassachusetts. The Trust is registered with the SEC as an open-end management investment company under the 1940 Act, and such registration is in full force and effect. (b) The Trust has the power to own all of its properties and assets and to consummate the transactions contemplated herein, and has all necessary federal, state and local authorizations to carry on its business as now being conducted and to consummate the transactions contemplated by this Agreement. (c) This Agreement has been duly authorized by the Board of Trustees of the Trust on behalf of the Acquired FundFunds, and has been executed and delivered by duly authorized officers of the Trust, and represents a valid and binding contract, enforceable in accordance with its terms, subject as to enforcement to bankruptcy, insolvency, reorganization, arrangement, moratorium, and other similar laws of general applicability relating to or affecting creditors' rights and to general equity principles. The execution and delivery of this Agreement does not, and, subject to the approval of interestholders shareholders referred to in Section 6, the consummation of the transactions contemplated by this Agreement will not, violate the Declaration of Trust or the By-Laws of the Trust, Trust or any material agreement or arrangement to which the Trust it is a party or by which it is bound. (d) The Trust's Acquired Fund has continued Funds have elected to qualify and have qualified as a separate partnership ("regulated investment companies" under Part I of Subchapter M of Subtitle A, Chapter 1, of the Code, as of and not a publicly traded partnership) for federal income tax purpose since its date for formation their first taxable year; have been regulated investment companies under such Part of the Code at all times since the end of their first taxable year when they so qualified; and qualify and shall continue to so qualify until its liquidationas regulated investment companies for their taxable years ending upon their liquidations. (e) The Trust has valued, and will continue to value, the portfolio securities and other assets of the Acquired Fund Funds in accordance with applicable legal requirements. (f) The proxy materials included within the Registration Statement on Form N-14 (the "N-14 Registration Statement") from its effective date with the SEC, through the time of the shareholders meeting referred to in Section 6 and the Effective Time of the Reorganization, insofar as they relate to the Trust, (i) shall comply in all material respects with the provisions of the Securities Exchange Act of 1934 as amended (the "1934 Act") and the 1940 Act, the rules and regulations thereunder, and state securities laws, and (ii) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein not misleading. (g) All of the issued and outstanding interests shares of the Trust's Acquired Fund Funds have been validly issued and are fully paid and non-assessable, and were offered for sale and sold in conformity with the registration requirements of all applicable federal and state securities laws. (gh) The Trust shall operate the business of the Acquired Fund Funds in the ordinary course between the date hereof and the Effective Time of the Reorganization, except that the Trust shall complete all measures in respect of the Acquired Fund Funds prior to the Effective Time of the Reorganization to ensure that the each Reorganization qualifies as a "reorganization" within the meaning of Section 368(a) of the Code, regardless of whether such measures are in the ordinary course. It is understood that such ordinary course of business will include the declaration and payment of customary dividends and distributions and any other dividends and distributions deemed advisable in anticipation of the ReorganizationReorganizations. Notwithstanding anything herein to the contrary, the Trust shall may take all appropriate action necessary in order for the Trust to receive the opinion provided for in Section 8(fSections 9(e) and 10(g). (hi) At the Effective Time of the Reorganization, the Trust's Acquired Fund Funds will have good and marketable title to the Fund Assets and full right, power and authority to assign, deliver and otherwise transfer such assets. (ij) At the Effective Time of the Reorganization, all federal and other tax returns and reports of the Acquired Fund Funds required by law to have been filed by such time shall have been filed, and all federal and other taxes shall have been paid so far as due, or provision shall have been made for the payment thereof and, to the best knowledge of management of the Trust, no such return or report shall be currently under audit and no assessment shall have been asserted with respect to such returns or reports. (j) As soon after the Closing Date as is reasonably practicable, the Trust, on behalf of the Acquired Fund shall prepare and file (on a timely basis) all federal and other tax returns and reports of the Acquired Fund required by law to be filed with respect to all periods ending on or before the Closing Date but not theretofore filed.