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Common use of CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND Clause in Contracts

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. The obligations of the Acquiring Fund to consummate the transactions provided for herein shall be subject to the fulfillment or waiver of the following conditions: 7.1 All representations, covenants, and warranties of each Acquired Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, with the same force and effect as if made on and as of the Closing Date. Each Acquired Fund shall have delivered to the Acquiring Fund on the Closing Date a certificate executed in the Acquired Fund’s name by the Acquired Fund’s Controller and its Chief Administrative Officer or Vice President, in form and substance satisfactory to the Acquiring Fund and dated as of the Closing Date, to such effect and as to such other matters as the Acquiring Fund shall reasonably request. 7.2 Each Acquired Fund shall have delivered to the Acquiring Fund a statement of the Acquired Fund’s assets and liabilities, together with a list of the Acquired Fund’s portfolio securities showing the tax basis of such securities by lot and the holding periods of such securities, as of the Closing Date, certified by the Controller of the Fund. 7.3 Prior to the Valuation Time, each Acquired Fund shall have declared the dividends and/or distributions contemplated by Section 1.4 and Section 8.5.

Appears in 3 contracts

Samples: Agreement and Plan of Reorganization (Nuveen Arizona Premium Income Municipal Fund Inc), Agreement and Plan of Reorganization (Nuveen Ohio Quality Income Municipal Fund Inc), Agreement and Plan of Reorganization (Nuveen Michigan Quality Income Municipal Fund Inc)

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. The obligations of the Acquiring Fund to consummate complete the transactions provided for herein shall be subject subject, at its election, to the fulfillment performance by the Selling Fund of all the obligations to be performed by it hereunder on or waiver of before the Closing Date and, in addition thereto, the following conditions: 7.1 All representations, covenants, representations and warranties of each Acquired the Selling Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, Date with the same force and effect as if made on and as of the Closing Date. Each Acquired , and the Selling Fund shall have delivered to the Acquiring Fund on the Closing Date a certificate executed in the Acquired Fund’s its name by the Acquired Fund’s Controller and its Chief Administrative Officer Trust's President or Vice President, in form and substance satisfactory to the Acquiring Fund and dated as of the Closing Date, to such effect and as to such other matters as the Acquiring Fund shall reasonably request. 7.2 Each Acquired The Selling Fund shall have delivered to the Acquiring Fund a statement of the Acquired Selling Fund’s 's assets and liabilities, together with a list of the Acquired Selling Fund’s 's portfolio securities showing the tax basis costs of such securities by lot and the holding periods of such securities, as of the Closing Date, certified by the Controller Treasurer or Assistant Treasurer of the FundCompany. 7.3 Prior to the Valuation Time, each Acquired Fund shall have declared the dividends and/or distributions contemplated by Section 1.4 and Section 8.5.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Touchstone Variable Series Trust), Agreement and Plan of Reorganization (Touchstone Variable Series Trust)

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. The obligations of the Acquiring Fund to consummate complete the transactions provided for herein shall be subject subject, at its election, to the fulfillment performance by the Selling Fund of all the obligations to be performed by it hereunder on or waiver of before the Closing Date and, in addition thereto, the following conditions: 7.1 All representations, covenants, representations and warranties of each Acquired the Selling Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, Date with the same force and effect as if made on and as of the Closing Date. Each Acquired , and the Selling Fund shall have delivered to the Acquiring Fund on the Closing Date a certificate executed in the Acquired Fund’s its name by the Acquired Fund’s Controller and its Chief Administrative Officer Company's President or Vice President, in form and substance satisfactory to the Acquiring Fund and dated as of the Closing Date, to such effect and as to such other matters as the Acquiring Fund shall reasonably request. 7.2 Each Acquired The Selling Fund shall have delivered to the Acquiring Fund a statement of the Acquired Selling Fund’s 's assets and liabilities, together with a list of the Acquired Selling Fund’s 's portfolio securities showing the tax basis costs of such securities by lot and the holding periods of such securities, as of the Closing Date, certified by the Controller Treasurer or Assistant Treasurer of the FundCompany. 7.3 Prior to the Valuation Time, each Acquired Fund shall have declared the dividends and/or distributions contemplated by Section 1.4 and Section 8.5.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Touchstone Variable Series Trust), Agreement and Plan of Reorganization (Touchstone Variable Series Trust)

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. The obligations of the Acquiring Fund to consummate complete the transactions provided for herein shall be subject subject, at its election, to the fulfillment performance by HCIM and the Transferring Fund of all the obligations to be performed by them hereunder on or waiver of before the Closing Date and, in addition thereto, the following conditions: 7.1 All representations, covenants, representations and warranties of each Acquired the Transferring Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, Date with the same force and effect as if made on and as of the Closing Date. Each Acquired . 7.2 The Acquiring Fund shall have delivered to the Acquiring Fund on the Closing Date a certificate executed in the Acquired Fund’s name by the Acquired Fund’s Controller and its Chief Administrative Officer or Vice President, in form and substance satisfactory to the Acquiring Fund and dated as of the Closing Date, to such effect and as to such other matters as the Acquiring Fund shall reasonably request. 7.2 Each Acquired Fund shall have delivered to the Acquiring Fund received a statement of the Acquired Transferring Fund’s assets and liabilities, together with a list of the Acquired Transferring Fund’s portfolio securities showing the tax basis costs of such securities by lot and the holding periods of such securities, as of the Closing Date, certified by the Controller of the Fund. 7.3 Prior to the Valuation Time, each Acquired The Transferring Fund shall have declared performed all of the dividends and/or distributions contemplated covenants and complied with all of the provisions required by Section 1.4 this Agreement to be performed or complied with by the Acquired Funds, on or before the Closing Date. 7.4 The Transferring Fund and Section 8.5the Acquiring Fund shall have agreed on the number of full and fractional Acquiring Fund Shares to be issued in connection with the Reorganization after such number has been calculated in accordance with paragraph 2.1.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (HCIM Trust)

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. The obligations of the Acquiring Fund to consummate complete the transactions provided for herein Reorganization shall be subject subject, at its election, to the fulfillment performance by the Acquired Fund of all the obligations to be performed by it on or waiver of before the Closing Date and, in addition, the following conditions: 7.1 All representations, covenants, representations and warranties of each the Acquired Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof of this Agreement and as of the Closing Date, Date with the same force and effect as if made on and as of the Closing Date. Each The Acquired Fund shall have delivered to the Acquiring Fund on the Closing Date a certificate executed in the Acquired Fund’s its name by the Acquired FundTrust’s Controller and its Chief Administrative Officer President or Vice President, in form and substance satisfactory to the Acquiring Fund and dated as of the Closing Date, to such effect and as to such other matters as the Acquiring Fund shall reasonably request. 7.2 Each The Acquired Fund shall have delivered to the Acquiring Fund a statement of the Acquired Fund’s assets and liabilities, together with a list of the Acquired Fund’s portfolio securities showing the tax basis of such securities by lot and the holding periods of such securities, as of the Closing Date, certified by the Controller Treasurer or Assistant Treasurer of the FundTrust. 7.3 Prior to the Valuation Time, each Acquired Fund shall have declared the dividends and/or distributions contemplated by Section 1.4 and Section 8.5.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Touchstone Strategic Trust)

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. The obligations of the Acquiring Fund to consummate complete the transactions provided for herein Reorganization shall be subject subject, at its election, to the fulfillment performance by the Acquired Fund of all the obligations to be performed by it on or waiver of before the Closing Date and, in addition, the following conditions: 7.1 All representations, covenants, representations and warranties of each the Acquired Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof of this Agreement and as of the Closing Date, Date with the same force and effect as if made on and as of the Closing Date. Each The Acquired Fund shall have delivered to the Acquiring Fund on the Closing Date a certificate executed in the Acquired Fund’s its name by the Acquired FundTST’s Controller and its Chief Administrative Officer President or Vice President, in form and substance satisfactory to the Acquiring Fund and dated as of the Closing Date, to such effect and as to such other matters as the Acquiring Fund shall reasonably request. 7.2 Each The Acquired Fund shall have delivered to the Acquiring Fund a statement of the Acquired Fund’s assets and liabilities, together with a list of the Acquired Fund’s portfolio securities showing the tax basis costs of such securities by lot and the holding periods of such securities, as of the Closing Date, certified by the Controller Treasurer or Assistant Treasurer of the FundTrust. 7.3 Prior to the Valuation Time, each Acquired Fund shall have declared the dividends and/or distributions contemplated by Section 1.4 and Section 8.5.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Touchstone Funds Group Trust)