CONDITIONS PRECEDENT TO OBLIGATIONS. OF DEVELOPER The obligations of Developer under this Agreement are conditioned upon the following:
CONDITIONS PRECEDENT TO OBLIGATIONS. OF EACH PARTY
CONDITIONS PRECEDENT TO OBLIGATIONS. OF EACH PARTY The obligations of each Party to effect the Merger and otherwise consummate the transactions to be consummated at the Closing are subject to the satisfaction or, to the extent permitted by applicable law, the written waiver by each of the Parties, at or prior to the Closing, of each of the following conditions:
CONDITIONS PRECEDENT TO OBLIGATIONS. OF EACH ACQUIRING FUND With respect to each Reorganization, the obligations of an Acquiring Fund to consummate the transactions provided for herein shall be subject, at its election, to the performance by its corresponding Target Fund of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following further conditions:
7.1. All representations and warranties of the Target Corporation, on behalf of each Target Fund, contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date, with the same force and effect as if made on and as of the Closing Date; and there shall be (i) no pending or threatened litigation brought by any person (other than an Acquiring Fund, its adviser or any of their affiliates) against a Target Fund or its investment adviser(s), Board members or officers arising out of this Agreement and (ii) no facts known to any Target Fund which a Target Fund reasonably believes might result in such litigation.
7.2. Each Target Fund shall have delivered to its corresponding Acquiring Fund a statement of the Target Fund's assets and liabilities as of the Closing Date, certified by the Treasurer of the Target Fund.
7.3. Each Target Fund shall have delivered to its corresponding Acquiring Fund on the Closing Date a certificate executed in its name by its President or a Vice President, in a form reasonably satisfactory to the Acquiring Corporation, on behalf of the Acquiring Fund, and dated as of the Closing Date, to the effect that the representations and warranties of the Target Corporation with respect to the Target Fund made in this Agreement are true and correct on and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, and as to such other matters as the Acquiring Fund shall reasonably request.
7.4. Each Acquiring Fund shall have received on the Closing Date an opinion of counsel, in a form reasonably satisfactory to the Acquiring Fund, and dated as of the Closing Date, to the effect that:
(a) The Target Corporation is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland; (b) the Target Fund has the power to carry on its business as presently conducted in accordance with the description thereof in the Target Corporation's registrati...
CONDITIONS PRECEDENT TO OBLIGATIONS. OF PARENT AND MERGER SUB
CONDITIONS PRECEDENT TO OBLIGATIONS. 16 4.1 Conditions to Obligations of Sellers....................................................................16 4.2 Conditions to Obligations of Purchaser..................................................................17 ARTICLE V CLOSING................................................................................................20
CONDITIONS PRECEDENT TO OBLIGATIONS. OF EACH PARTY TO CONSUMMATE THE MERGER
CONDITIONS PRECEDENT TO OBLIGATIONS. The respective obligations of CSX, NSC, CRR Parent, CRR and CRC to effect the transactions contemplated by Article II shall be subject to the fulfillment or mutual waiver at or prior to the Closing Date of the following conditions:
(a) No preliminary or permanent injunction or other order or decree issued by a court of competent jurisdiction or any other legal restraint or prohibition which prevents the consummation of the transactions contemplated by this Agreement or the Ancillary Agreements shall be in effect and no statute, rule or regulation shall have been enacted by any Governmental Entity prohibiting the consummation of the transactions contemplated by this Agreement or the Ancillary Agreements.
(b) The STB shall have issued a decision (which decision shall not have been stayed or enjoined) that constitutes a final order approving, exempting or otherwise authorizing, as of such date, consummation of the transactions contemplated by this Agreement and the Ancillary Agreements as may require such authorization and neither party shall have exercised a right to postpone pursuant to Section 8.4(c).
(c) Each of CSX and NSC shall have reasonably determined that it has obtained sufficient labor implementing agreements so as to be authorized by law to effect the transactions contemplated by Article II and Article VI.
CONDITIONS PRECEDENT TO OBLIGATIONS. OF THE ACQUIRED FUND The obligations of Silver Company, on behalf of the Acquired Fund, to consummate the transactions provided for herein shall be subject, at Silver Company's election, to the performance by Gold Company, on behalf of the Acquiring Fund, of all the obligations to be performed by it hereunder on or before the Closing Date, and, in addition thereto, the following further conditions:
6.1. All representations and warranties of Gold Company, on behalf of the Acquiring Fund, contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date, with the same force and effect as if made on and as of the Closing Date;
6.2. Gold Company shall have delivered to the Silver Fund a certificate executed in its name by its President or Vice President and its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to Silver Company and dated as of the Closing Date, to the effect that the representations and warranties of Gold Company, on behalf of the Acquiring Fund, made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement and as to such other matters as Silver Company shall reasonably request;
6.3. Gold Company, on behalf of the Acquiring Fund, shall have performed all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by Gold Company, on behalf of the Acquiring Fund, on or before the Closing Date; and
6.4. The Acquired Fund and the Acquiring Fund shall have agreed on the number of full and fractional Acquiring Fund Shares of each Class to be issued in connection with the Reorganization after such number has been calculated in accordance with paragraph 1.1.
CONDITIONS PRECEDENT TO OBLIGATIONS. OF THE COMPANY
