Common use of CLOSING AND CLOSING DATE 3 Clause in Contracts

CLOSING AND CLOSING DATE 3. 1. The Closing shall take place on the Valuation Date or on the next business day following the Valuation Date (the "Closing Date"). The Closing shall be held as of 9:00 a.m. Eastern time, or at such other time as the parties may agree. The Closing shall be held in a location mutually agreeable to the parties hereto. All acts taking place at the Closing shall be deemed to take place simultaneously as of 9:00 a.m. Eastern time on the Closing Date unless otherwise provided. 3.2. Portfolio securities held by Acquired Fund and represented by a certificate or other written instrument shall be presented by it or on its behalf to State Street Bank and Trust Company (the "Custodian"), as custodian for Acquiring Fund, for examination no later than five business days preceding the Valuation Date. Such portfolio securities (together with any cash or other assets) shall be delivered by Acquired Fund to the Custodian for the account of Acquiring Fund on or before the Closing Date in conformity with applicable custody provisions under the 1940 Act and duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof in accordance with the custom of brokers. The portfolio securities shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price of such stamps. Portfolio securities and instruments deposited with a securities depository (as defined in Rule 17f-4 under the 0000 Xxx) shall be delivered on or before the Closing Date by book-entry in accordance with customary practices of such depository and the Custodian. The cash delivered shall be in the form of a Federal Funds wire, payable to the order of "State Street Bank and Trust Company, Custodian for The Universal Institutional Funds, Inc." 3.3. In the event that on the Valuation Date, (a) the New York Stock Exchange shall be closed to trading or trading thereon shall be restricted or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that, in the judgment of both the Company, on behalf of Acquiring Fund, and the Trust, on behalf of Acquired Fund, accurate appraisal of the value of the net assets of Acquiring Fund or the Acquired Fund Assets is impracticable, the Valuation Date shall be postponed until the first business day after the day when trading shall have been fully resumed without restriction or disruption and reporting shall have been restored. 3.4. If requested, the Trust, on behalf of Acquired Fund, shall deliver to the Company, on behalf of Acquiring Fund, or its designee (a) at the Closing, a list, certified by the Trust's Secretary, of the names, addresses and taxpayer identification numbers of the Acquired Fund shareholders and the number and percentage ownership of outstanding Acquired Fund shares owned by each such Acquired Fund shareholder, all as of the Valuation Date, and (b) as soon as practicable after the Closing, all original documentation (including Internal Revenue Service forms, certificates, certifications and correspondence) relating to the Acquired Fund shareholders' taxpayer identification numbers and their liability for or exemption from back-up withholding. The Company, on behalf of Acquiring Fund, shall issue and deliver to such Secretary a confirmation evidencing delivery of Acquiring Fund Shares to be credited on the Closing Date to Acquired Fund or provide evidence satisfactory to Acquired Fund that such Acquiring Fund Shares have been credited to Acquired Fund's account on the books of Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as such other party or its counsel may reasonably request. 4.

CLOSING AND CLOSING DATE 3. 1. The Closing shall take place on the Valuation Date or on the next business day following the Valuation Date (the "Closing Date"). The Closing shall be held as of 9:00 a.m. Eastern time, or at such other time as the parties may agree. The Closing shall be held in a location mutually agreeable to the parties hereto. All acts taking place at the Closing shall be deemed to take place simultaneously as of 9:00 a.m. Eastern time on the Closing Date unless otherwise provided. 3.2. Portfolio securities held by Acquired Fund and represented by a certificate or other written instrument shall be presented by it or on its behalf to State Street Bank and Trust Company (the "Custodian"), as custodian for Acquiring Fund, for examination no later than five business days preceding the Valuation Date. Such portfolio securities (together with any cash or other assets) shall be delivered by Acquired Fund to the Custodian for the account of Acquiring Fund on or before the Closing Date in conformity with applicable custody provisions under the 1940 Act and duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof in accordance with the custom of brokers. The portfolio securities shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price of such stamps. Portfolio securities and instruments deposited with a securities depository (as defined in Rule 17f-4 under the 0000 Xxx) shall be delivered on or before the Closing Date by book-book- entry in accordance with customary practices of such depository and the Custodian. The cash delivered shall be in the form of a Federal Funds wire, payable to the order of "State Street Bank and Trust Company, Custodian for The Universal Institutional Funds, Inc." 3.3. In the event that on the Valuation Date, (a) the New York Stock Exchange shall be closed to trading or trading thereon shall be restricted or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that, in the judgment of both the Company, on behalf of Acquiring Fund, and the Trust, on behalf of Acquired Fund, accurate appraisal of the value of the net assets of Acquiring Fund or the Acquired Fund Assets is impracticable, the Valuation Date shall be postponed until the first business day after the day when trading shall have been fully resumed without restriction or disruption and reporting shall have been restored. 3.4. If requested, the Trust, on behalf of Acquired Fund, shall deliver to the Company, on behalf of Acquiring Fund, or its designee (a) at the Closing, a list, certified by the Trust's Secretary, of the names, addresses and taxpayer identification numbers of the Acquired Fund shareholders and the number and percentage ownership of outstanding Acquired Fund shares owned by each such Acquired Fund shareholder, all as of the Valuation Date, and (b) as soon as practicable after the Closing, all original documentation (including Internal Revenue Service forms, certificates, certifications and correspondence) relating to the Acquired Fund shareholders' taxpayer identification numbers and their liability for or exemption from back-up withholding. The Company, on behalf of Acquiring Fund, shall issue and deliver to such Secretary a confirmation evidencing delivery of Acquiring Fund Shares to be credited on the Closing Date to Acquired Fund or provide evidence satisfactory to Acquired Fund that such Acquiring Fund Shares have been credited to Acquired Fund's account on the books of Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as such other party or its counsel may reasonably request. 4.

CLOSING AND CLOSING DATE 3. 1. The Closing shall take place on the Valuation Date or on the next business day following the Valuation Date (the "Closing Date"). The Closing shall be held as of 9:00 a.m. Eastern time, or at such other time as the parties may agree. The Closing shall be held in a location mutually agreeable to the parties hereto. All acts taking place at the Closing shall be deemed to take place simultaneously as of 9:00 a.m. Eastern time on the Closing Date unless otherwise provided. 3.2. Portfolio securities held by Acquired Fund and represented by a certificate or other written instrument shall be presented by it or on its behalf to State Street Bank and Trust Company (the "Custodian"), as custodian for Acquiring Fund, for examination no later than five business days preceding the Valuation Date. Such portfolio securities (together with any cash or other assets) shall be delivered by Acquired Fund to the Custodian for the account of Acquiring Fund on or before the Closing Date in conformity with applicable custody provisions under the 1940 Act and duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof in accordance with the custom of brokers. The portfolio securities shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price of such stamps. Portfolio securities and instruments deposited with a securities depository (as defined in Rule 17f-4 under the 0000 Xxx) shall be delivered on or before the Closing Date by book-entry in accordance with customary practices of such depository and the Custodian. The cash delivered shall be in the form of a Federal Funds wire, payable to the order of "State Street Bank and Trust Company, Custodian for The Universal Institutional Funds, Inc.Xxxxxx Xxxxxxx Variable Investment Series" 3.3. In the event that on the Valuation Date, (a) the New York Stock Exchange shall be closed to trading or trading thereon shall be restricted or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that, in the judgment of both the CompanyTrust, on behalf of Acquiring Fund, and the Trust, on behalf of Acquired Fund, accurate appraisal of the value of the net assets of Acquiring Fund or the Acquired Fund Assets is impracticable, the Valuation Date shall be postponed until the first business day after the day when trading shall have been fully resumed without restriction or disruption and reporting shall have been restored. 3.4. If requested, the Trust, on behalf of Acquired Fund, shall deliver to the CompanyTrust, on behalf of Acquiring Fund, or its designee (a) at the Closing, a list, certified by the Trust's Secretary, of the names, addresses and taxpayer identification numbers of the Acquired Fund shareholders and the number and percentage ownership of outstanding Acquired Fund shares owned by each such Acquired Fund shareholder, all as of the Valuation Date, and (b) as soon as practicable after the Closing, all original documentation (including Internal Revenue Service forms, certificates, certifications and correspondence) relating to the Acquired Fund shareholders' taxpayer identification numbers and their liability for or exemption from back-up withholding. The CompanyTrust, on behalf of Acquiring Fund, shall issue and deliver to such Secretary a confirmation evidencing delivery of Acquiring Fund Shares to be credited on the Closing Date to Acquired Fund or provide evidence satisfactory to Acquired Fund that such Acquiring Fund Shares have been credited to Acquired Fund's account on the books of Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as such other party or its counsel may reasonably request. 4.

CLOSING AND CLOSING DATE 3. 1. The Closing shall take place on the Valuation Date or on the next business day following the Valuation Date (the "Closing Date"). The Closing shall be held as of 9:00 a.m. Eastern timein June 2011, or at such other time as later date to which the parties may agree. The Closing shall be held in a location mutually agreeable to at the offices of Ropes & Xxxx, LLP, Prudential Tower, 000 Xxxxxxxx Xxxxxx, Xxxxxx, XX 00000, at 9AM Eastern time or at such other time and/or place as the parties hereto. All acts taking place at the Closing shall be deemed to take place simultaneously as of 9:00 a.m. Eastern time on the Closing Date unless otherwise providedmay agree. 3.2. Portfolio The portfolio securities held by of each Acquired Fund and represented by a certificate or other written instrument shall be presented made available by it or on its behalf such Acquired Fund to State Street Bank and PFPC Trust Company (which is anticipated to be renamed BNY Mellon Investment Servicing Trust Company effective July 1, 2011, the custodian for the Acquiring Fund (the "Custodian"), as custodian for Acquiring Fund, for examination no later than five business days preceding the Valuation Date. Such On the Closing Date, such portfolio securities (together with any and all the applicable Acquired Fund's cash or other assets) shall be delivered by each Acquired Fund to the Custodian for the account of the Acquiring Fund on or before the Closing Date in conformity with applicable custody provisions under the 1940 Act and Fund, such portfolio securities to be duly endorsed in proper form for transfer in such manner and condition as to constitute good delivery thereof in accordance with the custom of brokers. The brokers or, in the case of portfolio securities shall be held in the U.S. Treasury Department's book-entry system or by the Depository Trust Company, Participants Trust Company or other third party depositories, by transfer to the account of the Custodian in accordance with Rule 17f-4, Rule 17f-5 or Rule 17f-7, as the case may be, under the Investment Company Act of 1940, as amended (the "1940 Act"), and accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price of such stamps. Portfolio securities and instruments deposited with a securities depository (as defined in Rule 17f-4 under the 0000 Xxx) shall be delivered on or before the Closing Date by book-entry in accordance with customary practices of such depository and the Custodianthereof. The cash delivered shall be in the form of a Federal Funds wirecurrency or certified or official bank checks, payable to the order of "State Street Bank and Trust Company, Custodian the custodian for The Universal Institutional Funds, Inc." the Acquiring Fund. 3.3. In the event that on the Valuation Date, Date (a) the New York Stock Exchange shall be closed to trading or trading thereon shall be restricted restricted, or (b) trading or the reporting of trading on such said Exchange or elsewhere shall be disrupted so that, in the judgment of both the Company, on behalf of Acquiring Fund, and the Trust, on behalf of Acquired Fund, that accurate appraisal of the value of the net assets of Acquiring each Acquired Fund or the Acquired Acquiring Fund Assets is impracticable, the Valuation Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed without restriction or disruption and reporting shall have been restored; provided that if trading shall not be fully resumed and reporting restored within three business days after the Valuation Date, this Agreement may be terminated by the Acquiring Fund or an Acquired Fund upon the giving of written notice to the other party. 3.4. If requestedAt the Closing, the Trust, on behalf of each Acquired Fund, Fund or its transfer agent shall deliver to the Company, on behalf of Acquiring Fund, Fund or its designee (a) at the Closing, designated agent a list, certified by the Trust's Secretary, list of the names, names and addresses and taxpayer identification numbers of the Acquired Fund shareholders and the number and percentage ownership of outstanding shares of such Acquired Fund shares owned by each such Acquired Fund shareholder, all as of the close of business on the Valuation Date, and (b) as soon as practicable after certified by the ClosingPresident, all original documentation (including Internal Revenue Service formsany Vice President or Secretary of such Acquired Fund. The Acquiring Fund will provide to each Acquired Fund evidence, certificates, certifications and correspondence) relating reasonably satisfactory to the Acquired Fund shareholders' taxpayer identification numbers and their liability for or exemption from back-up withholding. The Company, on behalf of Acquiring Fund, shall issue and deliver to such Secretary a confirmation evidencing delivery of that the Acquiring Fund Shares issuable pursuant to be Section 1.1 have been credited to the Acquired Fund's account on the Closing Date books of the Acquiring Fund. On the Liquidation Date, the Acquiring Fund will provide to each Acquired Fund or provide evidence evidence, reasonably satisfactory to the Acquired Fund Fund, that such Acquiring Fund Shares have been credited pro rata within each class of shares to open accounts in the names of Acquired Fund's account on the books of Acquiring FundFund shareholders as provided in Section 1.3. 3.5. At the Closing, each party the Acquiring Fund shall deliver to the other each Acquired Fund, and each Acquired Fund shall deliver to the Acquiring Fund, such bills of sale, instruments of assumption of liabilities, checks, assignments, share stock certificates, if any, receipts or other documents as such other party or its counsel may reasonably requestrequest in connection with the transfer of assets, assumption of liabilities and liquidation contemplated by Section 1. 4.

CLOSING AND CLOSING DATE 3. 1. The Closing Date shall take place on the Valuation Date be September 26, 2011, or on the next business day following the Valuation Date (the "Closing Date"). The Closing shall be held as of 9:00 a.m. Eastern time, or at such other time date as the parties may agree. The Closing shall be held in a location mutually agreeable to the parties hereto. All acts taking place at the Closing shall be deemed to take place simultaneously as offices of Drinker Xxxxxx & Xxxxx LLP, at 9:00 a.m. Eastern time on or at such other time and/or place as the Closing Date unless otherwise providedparties may agree. 3.2. Portfolio The portfolio securities held by of the Acquired Fund and represented by a certificate or other written instrument shall be presented made available by it or on its behalf the Acquired Fund to State Street Bank and BNY Mellon Investment Servicing Trust Company Company, as custodian for the Acquiring Fund (the "Custodian"), as custodian for Acquiring Fund, for examination no later than five business days preceding the Valuation Date. Such On the Closing Date, such portfolio securities (together with any and all the Acquired Fund's cash or other assets) shall be delivered by the Acquired Fund to the Custodian for the account of the Acquiring Fund on or before the Closing Date in conformity with applicable custody provisions under the 1940 Act and Fund, such portfolio securities to be duly endorsed in proper form for transfer in such manner and condition as to constitute good delivery thereof in accordance with the custom of brokers. The brokers or, in the case of portfolio securities shall be held in the U.S. Treasury Department's book-entry system or by the Depository Trust Company, Participants Trust Company or other third party depositories, by transfer to the account of the Custodian in accordance with Rule 17f-4, Rule 17f-5 or Rule 17f-7, as the case may be, under the Investment Company Act of 1940, as amended (the "1940 Act"), and accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price of such stamps. Portfolio securities and instruments deposited with a securities depository (as defined in Rule 17f-4 under the 0000 Xxx) shall be delivered on or before the Closing Date by book-entry in accordance with customary practices of such depository and the Custodianthereof. The cash delivered shall be in the form of a Federal Funds wirecurrency or certified or official bank checks, payable to the order of "State Street Bank and BNY Mellon Investment Servicing Trust Company, Custodian custodian for The Universal Institutional Funds, Inc.Highland Trend Following Fund." 3.3. In the event that on the Valuation Date, Date (a) the New York Stock Exchange shall be closed to trading or trading thereon shall be restricted restricted, or (b) trading or the reporting of trading on such said Exchange or elsewhere shall be disrupted so that, in the judgment of both the Company, on behalf of Acquiring Fund, and the Trust, on behalf of Acquired Fund, that accurate appraisal of the value of the net assets of Acquiring the Acquired Fund or the Acquired Acquiring Fund Assets is impracticable, the Valuation Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed without restriction or disruption and reporting shall have been restored; provided that if trading shall not be fully resumed and reporting restored within three business days after the Valuation Date, this Agreement may be terminated by the Acquiring Fund upon the giving of written notice to the Acquired Fund. 3.4. If requestedAt the Closing, the Trust, on behalf of Acquired Fund, Fund or its transfer agent shall deliver to the Company, on behalf of Acquiring Fund, Fund or its designee (a) at the Closing, designated agent a list, certified by the Trust's Secretary, list of the names, names and addresses and taxpayer identification numbers of the Acquired Fund shareholders and the number and percentage ownership of outstanding Acquired Fund shares owned by each such Acquired Fund shareholder, all as of the close of business on the Valuation Date, and (b) as soon as practicable after certified by the ClosingPresident, all original documentation (including Internal Revenue Service formsany Vice President, certificates, certifications and correspondence) relating Secretary or Assistant Secretary of the Acquired Trust on behalf of the Acquired Fund. The Acquiring Fund will provide to the Acquired Fund shareholders' taxpayer identification numbers and their liability for or exemption from back-up withholding. The Company, on behalf of Acquiring Fund, shall issue and deliver evidence reasonably satisfactory to such Secretary a confirmation evidencing delivery of the Acquired Fund that the Acquiring Fund Shares issuable pursuant to be Section 1.1 have been credited to the Acquired Fund's account on the Closing Date books of the Acquiring Fund. On the Liquidation Date, the Acquiring Fund will provide to the Acquired Fund or provide evidence reasonably satisfactory to the Acquired Fund that such Acquiring Fund Shares have been credited pro rata to open accounts in the names of Acquired Fund's account on the books of Acquiring FundFund shareholders as provided in Section 1.3. 3.5. At the Closing, each party shall deliver to the other such bills of sale, instruments of assumption of liabilities, checks, assignments, share stock certificates, if any, receipts or other documents as such other party or its counsel may reasonably requestrequest in connection with the transfer of assets, assumption of liabilities and liquidation contemplated by Section 1. 4.