Common use of Conditions Precedent of Buyer Clause in Contracts

Conditions Precedent of Buyer. The obligation of Buyer to consummate the Reorganization is subject to the satisfaction, at or prior to the Closing Date, of all of the following conditions, any one or more of which may be waived in writing by Buyer. (a) The representations and warranties of Seller on behalf of Selling Fund set forth in this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date with the same effect as though all such representations and warranties had been made as of the Closing Date. (b) Seller shall have complied with and satisfied in all material respects all agreements and conditions relating to Selling Fund set forth herein on its part to be performed or satisfied at or prior to the Closing Date. (c) Buyer shall have received at the Closing Date (i) a certificate, dated as of the Closing Date, from an officer of Seller, in such individual's capacity as an officer of Seller and not as an individual, to the effect that the conditions specified in Sections 6.1(a) and (b) have been satisfied and (ii) a certificate, dated as of the Closing Date, from the Secretary or Assistant Secretary (in such capacity) of Seller certifying as to the accuracy and completeness of the attached Governing Documents of Seller, and resolutions, consents and authorizations of or regarding Seller with respect to the execution and delivery of this Agreement and the transactions contemplated hereby. (d) The dividend or dividends described in the last sentence of Section 3.14(a) shall have been declared. (e) Buyer shall have received from Seller confirmations or other adequate evidence as to the tax costs and holding periods of the assets and property of Selling Fund transferred to Buying Fund in accordance with the terms of this Agreement. (f) To the extent applicable, the Investment Adviser shall have terminated or waived, in either case in writing, any rights to reimbursement from Selling Fund to which it is entitled for fees and expenses absorbed by the Investment Adviser pursuant to voluntary and contractual fee waiver or expense limitation commitments between the Investment Adviser and Selling Fund.

Conditions Precedent of Buyer. The obligation of Buyer to consummate the Reorganization is subject to the satisfaction, at or prior to the Closing Date, of all of the following conditions, any one or more of which may be waived in writing by Buyer. (a) The representations and warranties of Seller on behalf of Selling Fund set forth in this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date with the same effect as though all such representations and warranties had been made as of the Closing Date. (b) Seller shall have complied with and satisfied in all material respects all agreements and conditions relating to Selling Fund set forth herein on its part to be performed or satisfied at or prior to the Closing Date. (c) Buyer shall have received at the Closing Date (i) a certificate, dated as of the Closing Date, from an officer of Seller, in such individual's capacity as an officer of Seller and not as an individual, to the effect that the conditions specified in Sections 6.1(a) and (b) have been satisfied and (ii) a certificate, dated as of the Closing Date, from the Secretary or Assistant Secretary (in such capacity) of Seller certifying as to the accuracy and completeness of the attached Governing Documents of Seller, and resolutions, consents and authorizations of or regarding Seller and Selling Fund with respect to the execution and delivery of this Agreement and the transactions contemplated hereby. (d) The Unless the Shell Fund provides an opinion of counsel that the Reorganization qualifies as a "reorganization" under Section 368(a)(1)(F) of the Code, the Selling Fund shall have declared and paid a dividend or dividends described in the last sentence of Section 3.14(a) which, together with all previous such dividends, shall have been declared. (e) Buyer shall have received from Seller confirmations or other adequate evidence as the effect of distributing to the tax costs and holding periods its shareholders all of the assets Selling Fund's investment company taxable income (computed without regard to any deduction for dividends paid), if any, plus the excess, if any, of its interest income excludible from gross income under Section 103(a) of the Code over its deductions disallowed under Sections 265 and property 171(a)(2) of Selling Fund transferred to Buying Fund in accordance with the terms of this Agreement. (f) To the extent applicable, the Investment Adviser shall have terminated or waivedCode, in either each case for all taxable periods or years ending on or before the Closing Date, and all of its net capital gains realized (after reduction for any capital loss carry forward), if any, in writing, any rights to reimbursement from Selling Fund to which it is entitled for fees and expenses absorbed by all taxable periods or years ending on or before the Investment Adviser pursuant to voluntary and contractual fee waiver or expense limitation commitments between the Investment Adviser and Selling FundClosing Date.

Conditions Precedent of Buyer. The obligation of Buyer to consummate the Reorganization is subject to the satisfaction, at or prior to the Closing Date, of all of the following conditions, any one or more of which may be waived in writing by Buyer. (a) The representations and warranties of Seller on behalf of Selling Fund set forth in this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date with the same effect as though all such representations and warranties had been made as of the Closing Date. (b) Seller shall have complied with and satisfied in all material respects all agreements and conditions relating to Selling Fund set forth herein on its part to be performed or satisfied at or prior to the Closing Date. (c) Buyer shall have received at the Closing Date (i) a certificate, dated as of the Closing Date, from an officer of Seller, in such individual's capacity as an officer of Seller and not as an individual, to the effect that the conditions specified in Sections 6.1(a) and (b) have been satisfied and (ii) a certificate, dated as of the Closing Date, from the Secretary or Assistant Secretary (in such capacity) of Seller certifying as to the accuracy and completeness of the attached Governing Documents of Seller, and resolutions, consents and authorizations of or regarding Seller and Selling Fund with respect to the execution and delivery of this Agreement and the transactions contemplated hereby. (d) The dividend or dividends described in the last sentence of Section 3.14(a) shall have been declareddeclared and paid. (e) Buyer shall have received from Seller (1) the instructions, information and documentation described in Section 2.6 of this Agreement, (2) confirmations or other adequate evidence as to the tax costs basis and holding periods of the assets and property Assets of Selling Fund transferred to Buying Fund in accordance with the terms of this Agreement, (3) all FIN 48 work papers and supporting statements pertaining to the Selling Fund and (4) the tax books and records of the Selling Fund for purposes of preparing any tax returns required by law to be filed after the Closing Date. (f) To Seller shall have delivered to Buyer, on behalf of Buying Fund, Selling Fund's Statement of Assets and Liabilities, as of the extent applicableClosing Date, certified by the Investment Adviser Treasurer of Seller. (g) Stein Roe shall have terminated or waived, in either case in writing, any rights to xxxxxx xo reimbursement from Selling Fund to which it is entitled for fees and expenses absorbed by the Investment Adviser Stein Roe pursuant to voluntary and contractual fee waiver or expense limitation commitments limxxxxxxx xommitments between the Investment Adviser Stein Roe and Selling Fund. (h) Buyer shall have received on txx Xxxxxxg Date an opinion of Dechert LLP, counsel to Seller and Selling Fund, dated as of the Closing Date, covering the following points: (i) The Agreement has been duly authorized by Seller, on behalf of the Selling Fund and, assuming due authorization, execution and delivery of the Agreement by Buyer, Buying Fund, Invesco Aim and Stein Roe, is a valid and binding obligation of Seller, on behalf of xxx Xxxxing Fund enforceable against it in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors' rights generally and to general equity principles.

Conditions Precedent of Buyer. The obligation obligations of Buyer to consummate effect the Reorganization is Closing under this Agreement are subject to the satisfactionsatisfaction of each of the following conditions, unless waived by Buyer in writing to the extent permitted by applicable law: (a) Seller shall have performed and complied in all material respects with all covenants under this Agreement to be performed or complied with by it at or prior to the Closing Date, of all of the following conditions, any one or more of which may be waived in writing by Buyer. (a) The representations and warranties of Seller on behalf of Selling Fund set forth in this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date with the same effect as though all such representations and warranties had been made as of the Closing Datehave delivered to Buyer a certificate to that effect. (b) No injunction, judgment, or other order shall have been issued in any legal action or proceeding instituted by a third party against the Purchased Assets, Seller or Buyer arising by reason of the acquisition of the Purchased Assets pursuant to this Agreement, which restrains, prohibits or invalidates the consummation of the transactions contemplated by this Agreement, and Seller shall have complied with and satisfied in all material respects all agreements and conditions relating delivered to Selling Fund set forth herein on its part Buyer a certificate to be performed that effect (provided that such certificate shall not include certification regarding legal actions or satisfied at or prior to the Closing Dateproceedings against Buyer). (c) Seller shall have procured all of the consents, approvals and waivers of third parties or any regulatory body or authority listed on Schedule 7.1(c) (d) All documents required to be executed or delivered at Closing by Seller pursuant to this Agreement shall have been so executed or delivered. (e) There has occurred no events which, individually or in the aggregate, have had a Material Adverse Effect. (f) Buyer shall have received at a certificate executed in the Closing Date (i) a certificate, dated as name of and on behalf of Seller by each of the Closing Date, from an officer Chief Executive Officer and the Chief Financial Officer of Seller, in such individual's their capacity as an officer of Seller officers and not in their capacity as an individualindividuals, to the effect that the conditions specified Financial Statements fairly represent in Sections 6.1(a) all material respects the financial position of Seller and (b) have been satisfied the results of operations and (ii) a certificate, dated cash flows as of and for the Closing Dateperiods indicated, from except that the Secretary Financial Statements do not reflect the effect of push down entries related to Internet Capital Group, Inc.'s acquisition of a controlling interest in Seller in August 2001 and any impairment charges related to fixed or Assistant Secretary (in such capacity) of Seller certifying as to the accuracy and completeness of the attached Governing Documents of Seller, and resolutions, consents and authorizations of or regarding Seller with respect to the execution and delivery of this Agreement and the transactions contemplated herebyintangible assets. (d) The dividend or dividends described in the last sentence of Section 3.14(a) shall have been declared. (e) Buyer shall have received from Seller confirmations or other adequate evidence as to the tax costs and holding periods of the assets and property of Selling Fund transferred to Buying Fund in accordance with the terms of this Agreement. (f) To the extent applicable, the Investment Adviser shall have terminated or waived, in either case in writing, any rights to reimbursement from Selling Fund to which it is entitled for fees and expenses absorbed by the Investment Adviser pursuant to voluntary and contractual fee waiver or expense limitation commitments between the Investment Adviser and Selling Fund.