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

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE. ACQUIRED FUND The obligations of MST, on behalf of the Acquired Fund, to consummate the transactions provided for herein shall be subject, at MST's election, to the performance by MST, 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 MST, 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. MST, on behalf of the Acquiring Fund, shall have executed and delivered to the Acquired Fund an Assumption of Liabilities Certificate, certified by an officer of the Acquiring Fund, dated as of the Closing Date, pursuant to which MST, on behalf of the Acquiring Fund, assumes all the Liabilities of the Acquired Fund existing on the Valuation Date; 6. 3. MST, on behalf of the Acquiring Fund, shall have delivered to the Acquired Fund a certificate executed by MST's President or Vice President and its Treasurer or Assistant Treasurer and dated as of the Closing Date to the effect that the representations and warranties of MST, 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; 6. 4. MST, 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 MST, on behalf of the Acquiring Fund, on or before the Closing Date; and 6

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE. ACQUIRED FUND VENDORS The obligations of MST, on behalf of the Acquired Fund, Vendors to consummate the transactions provided for herein shall be subject, at MST's election, contemplated by this Agreement are subject to the performance by MSTfulfillment, prior to or 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, of each of the following further conditions: 6.conditions (any or all of which may be waived by the Vendors in whole or in part to the extent permitted by applicable law): 1. All (a) all representations and warranties of MST, on behalf the Purchaser contained herein shall be true and correct as of the Acquiring Funddate hereof; (b) all representations and warranties of the Purchaser contained herein not qualified as to materiality shall be true and correct, and all representations and warranties of the Purchaser contained in this Agreement herein qualified as to materiality shall be true and correct in all material respects as of the date hereof andrespects, 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. MST, on behalf of the Acquiring Fund, shall have executed and delivered to the Acquired Fund an Assumption of Liabilities Certificate, certified by an officer of the Acquiring Fund, dated as of the Closing Date, pursuant to which MST, on behalf of the Acquiring Fund, assumes all the Liabilities of the Acquired Fund existing on the Valuation Date; 6. 3. MST, on behalf of the Acquiring Fund, shall have delivered to the Acquired Fund a certificate executed by MST's President or Vice President and its Treasurer or Assistant Treasurer and dated as of the Closing Date to the effect that the representations and warranties of MST, on behalf of the Acquiring Fund, made in this Agreement are true and correct at and as of the Closing Date, except Date with the same effect as they may be affected by though those representations and warranties had been made again at and as of that date; (c) the transactions contemplated by this Agreement; 6. 4. MST, on behalf of the Acquiring Fund, Purchaser shall have performed all of the covenants and complied in all material respects with all of the provisions obligations and covenants required by this Agreement to be performed or complied with by MST, on behalf of the Acquiring Fund, Purchaser on or before prior to the Closing Date; (d) the Vendors shall have been furnished with a certificate (dated the Closing Date and in form and substance reasonably satisfactory to the Vendors executed by the President, Secretary/Treasurer or Chief Executive Officer of the Purchaser) certifying as to the fulfillment of the conditions specified in Sections 8.2(a), 8.2(b) and 8.2(c); (e) the Purchase Price shall at the Closing be delivered to the Vendors' Solicitors; (f) the Vendors shall have received duly executed copies of each of the documents enumerated in Section 8.2; and (g) the Purchaser shall have obtained all consents and 6waivers referred to in Section 6.3 hereof, in a form reasonably satisfactory to the Vendors, with respect to the transactions contemplated by this Agreement or the Transaction Documents.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE. ACQUIRED FUND The obligations of MST, on behalf of the Acquired Fund, Fund to consummate the transactions provided for herein shall be subject, at MST's electionthe election of its Board of Trustees, to the performance by MST, 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: 6.7 1.1. All representations and warranties of MST, 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; 67. 2. MST, on behalf of the Acquiring Fund, shall have executed and delivered to the Acquired Fund an Assumption of Liabilities CertificateLiabilities, certified by an officer of the Acquiring Fund, dated as of the Closing Date, Date pursuant to which MST, on behalf of the Acquiring Fund, assumes all of the Liabilities of the Acquired Fund existing on the Valuation Date; 67. 3. MST, on behalf of the Acquiring Fund, shall have delivered to the Acquired Fund a certificate executed by MST's MSTs President or Vice President and its Treasurer or Assistant Treasurer and dated as of the Closing Date to the effect that the representations and warranties of MST, 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; 67. 4. MST, 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 MST, on behalf of the Acquiring Fund, on or before the Closing Date; and 67

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE. ACQUIRED FUND Initial Lessee of an Aircraft. The obligations of MST, on behalf the Initial Lessee of the Acquired Fund, to consummate the transactions provided for herein shall be subject, at MST's election, to the performance by MST, on behalf of the Acquiring Fund, of all the obligations an Aircraft contemplated to be performed by on the Borrowing Date for such Aircraft under the Operative Documents in respect of which it hereunder is or will become a party are subject to the condition that, on or before the Closing prior to such Borrowing Date, it shall have received copies of the Operative Documents required to be in existence on such Borrowing Date (duly authorized, executed and delivered by the respective party or parties thereto, other than either Guarantor and any Affiliate thereof) and, in addition theretoaddition: (a) it shall be satisfied that no change in Applicable Laws shall have occurred after the date of this Agreement and prior to such Borrowing Date that would make it unlawful for it or the Initial Borrower or Initial Operating Lessee of such Aircraft to execute, deliver or perform its obligations under the Operative Documents to which it is or will become a party; and no event or circumstance shall have occurred that might result in any Claims; (b) it shall have received, all in form and substance satisfactory to it, such evidence (including resolutions and copies of any other organizational documents) as it or its counsel shall reasonably request as to authorization of the execution, delivery and performance by each of the parties to the Operative Documents (other than itself, the following further conditions: 6.Guarantors, each Affiliate thereof and Ex-Im Bank) of such Operative Documents in respect of the relevant Aircraft and the transactions contemplated thereby; 1. All representations and warranties of MST(c) it shall be satisfied that no action or proceeding shall have been instituted or threatened before any Governmental Body, nor shall any order, judgment or decree have been issued or proposed to be issued by any Governmental Body, on behalf such Borrowing Date to set aside, restrain, enjoin, or prevent the completion and consummation 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 the Operative Documents in respect of the Closing Date, with the same force and effect as if made on and as of the Closing Date; 6.such Aircraft; 2. MST, on behalf of the Acquiring Fund, (d) it shall have executed and delivered received such other documentation with respect to the Acquired Fund an Assumption Initial Borrower of Liabilities Certificate, certified by an officer of such Aircraft and the Acquiring Fund, dated as of the Closing Date, pursuant other parties to which MST, on behalf of the Acquiring Fund, assumes all the Liabilities of the Acquired Fund existing on the Valuation Date; 6. 3. MST, on behalf of the Acquiring Fund, shall have delivered to the Acquired Fund a certificate executed by MST's President or Vice President and its Treasurer or Assistant Treasurer and dated as of the Closing Date to the effect that the representations and warranties of MST, on behalf of the Acquiring Fund, made in this Agreement are true (other than the Guarantors, each Affiliate thereof and correct at and Ex-Im Bank) as it or its counsel may reasonably request in order to establish the consummation of the Closing Date, except as they may be affected by the transactions contemplated by this Agreementthe Operative Documents, the taking of all corporate proceedings in connection therewith and compliance with the conditions therein set forth; 6.and 4. MST, on behalf (e) it shall have received each legal opinion referred to (in the case of the Acquiring Fundfirst Borrowing Date) in Section 4A(b)(vi), shall have performed all (other than that opinion referred to in clause (D) thereof) and (in the case of the covenants and complied with all of the provisions required by this Agreement each Borrowing Date) in Section 4B(b)(vii) (other than that opinion referred to be performed or complied with by MST, on behalf of the Acquiring Fund, on or before the Closing Date; and 6in clause (E) thereof).

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE. ACQUIRED FUND The obligations of MSTthe Company, on behalf of the Acquired Fund, to consummate the transactions provided for herein shall be subject, at MST's the Company*s election, to the performance by MSTthe 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 MSTthe 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. MST, on behalf of the Acquiring Fund, shall have executed and delivered to the Acquired Fund an Assumption of Liabilities Certificate, certified by an officer of the Acquiring Fund, dated as of the Closing Date, pursuant to which MST, on behalf of the Acquiring Fund, assumes all the Liabilities of the Acquired Fund existing on the Valuation Date; 6. 3. MSTThe Company, on behalf of the Acquiring Fund, shall have delivered to the Acquired Fund a certificate executed in the name of the Acquiring Fund by MST's its President or Vice President and its Treasurer or Assistant Treasurer Treasurer, in a form reasonably satisfactory to the Acquired Fund and dated as of the Closing Date Date, to the effect that the representations and warranties of MSTthe 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 the Acquired Fund shall reasonably request; 6. 43. MSTThe 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 MSTthe 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 Class A, Class B, Class C, Class K and Class Y Acquiring Fund Shares to be issued in connection with the Reorganization after such number has been calculated in accordance with paragraph 1.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE. ACQUIRED FUND The TARGET ENTITY 6. 1. With respect to each Reorganization, the obligations of MSTthe Target Entity, on behalf of the Acquired Target Fund, to consummate the transactions provided for herein shall be subjectsubject to the satisfaction, or at MST's the Target Entity’s election, to the performance by MSTTarget Entity’s waiver, 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. (a) All representations and warranties of MST, on behalf of the Acquiring Fund, Entity and 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 DateTime, with the same force and effect as if made on and as of the Closing DateTime; 6. 2. MST, on behalf of (b) The Acquiring Entity and the Acquiring Fund, shall have executed and delivered to the Acquired Fund an Assumption of Liabilities Certificate, certified by an officer of the Acquiring Fund, dated as of the Closing Date, pursuant to which MST, on behalf of the Acquiring Fund, assumes all the Liabilities of the Acquired Fund existing on the Valuation Date; 6. 3. MST, on behalf of the Acquiring Fund, shall have delivered to the Acquired Fund a certificate executed by MST's President or Vice President and its Treasurer or Assistant Treasurer and dated as of the Closing Date to the effect that the representations and warranties of MST, 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; 6. 4. MST, 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 MST, on behalf of the Acquiring Entity and the Acquiring Fund, on or before the Closing Time; (c) The Target Fund and the corresponding Acquiring Fund shall have agreed on the number of shares of the Acquiring Fund to be issued in connection with the Reorganization after such number has been calculated in accordance with Section 1.2 hereto; (d) As of the Closing Date, there shall have been no material change in the investment objectives, policies and restrictions or any increase in the investment management fee rate or other fee rates that the Acquiring Fund is contractually obligated to pay for services provided to the Acquiring Fund from those described in the N-14 Registration Statement; and 6(e) The Target Entity shall have received on the Closing Date the opinion of Xxxxxxxx Ronon Xxxxxxx & Xxxxx, LLP (“Stradley Ronon”), counsel to the Acquiring Entity (which may rely on certificates of officers or trustees of the Acquiring Entity), dated as of the Closing Date, covering the following points: (i) The Acquiring Entity is a statutory trust, validly existing and in good standing under the laws of the State of Delaware, and, with respect to the Acquiring Fund, has power under the Acquiring Entity Governing Documents to own all of its properties and assets, and to conduct its business as presently conducted as described in the N-14 Registration Statement; (ii) The Acquiring Entity is a registered investment company classified as a management company of the open-end type with respect to each series of shares it offers, including the Acquiring Fund, under the 1940 Act, and its registration with the Commission as an investment company under the 1940 Act is in full force and effect; (iii) The execution and delivery of this Agreement has been duly authorized by the Acquiring Entity on behalf of the Acquiring Fund. This Agreement has been duly executed and delivered by the Acquiring Entity, on behalf of the Acquiring Fund and, assuming due authorization, execution and delivery of the Agreement by the Target Entity, the Target Fund, and Global X, is a valid and binding obligation of the Acquiring Entity, on behalf of the Acquiring Fund, enforceable against the Acquiring Entity, on behalf of the Acquiring Fund in accordance with its terms, subject, as to enforcement, bankruptcy, insolvency, fraudulent conveyance, reorganization, receivership, moratorium and other similar laws relating to or affecting creditors’ rights generally, to general

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE. ACQUIRED FUND The obligations of MSTthe Company, on behalf of the Acquired Fund, to consummate the transactions provided for herein shall be subject, at MST's the Company*s election, to the performance by MSTthe Trust, 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 MSTthe Trust, 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. MST, on behalf of the Acquiring Fund, shall have executed and delivered to the Acquired Fund an Assumption of Liabilities Certificate, certified by an officer of the Acquiring Fund, dated as of the Closing Date, pursuant to which MST, on behalf of the Acquiring Fund, assumes all the Liabilities of the Acquired Fund existing on the Valuation Date; 6. 3. MSTThe Company, on behalf of the Acquiring Fund, shall have delivered to the Acquired Fund a certificate executed in the name of the Acquiring Fund by MST's its President or Vice President and its Treasurer or Assistant Treasurer Treasurer, in a form reasonably satisfactory to the Company and dated as of the Closing Date Date, to the effect that the representations and warranties of MSTthe Trust, 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 the Company shall reasonably request; 6. 43. MSTThe 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 MSTthe Trust, 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 Class A, Class B, Class C and Class Y Acquiring Fund Shares to be issued in connection with the Reorganization after such number has been calculated in accordance with paragraph 1.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE. ACQUIRED FUND The obligations of MST, on behalf of the Acquired Fund, Fund to consummate complete the transactions provided for herein shall be subject, at MST's its election, to the performance by MST, on behalf of the Acquiring Fund, Other Funds of all the obligations to be performed by it hereunder on or before the Closing Date, Date and, in addition thereto, the following further conditions: 6.: 1. 8.1 All representations and warranties of MSTthe Other Funds, on behalf of the Acquiring Fund, and Xxxxxxxx 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, Date with the same force and effect as if made on and as of the Closing Date; 6. 2. MST, on behalf of the Acquiring Fund, 8.2 The Other Funds shall have executed and delivered to the Acquired Fund an Assumption a statement of Liabilities CertificateOther Funds Assets and its liabilities, together with a list of Other Funds' securities and other assets showing the respective adjusted bases and holding periods thereof for income tax purposes, as of the Closing Date, certified by an officer the President of each of the Acquiring FundOther Funds. 8.3 The Other Funds shall have delivered to the Fund at the Closing a certificate executed in Other Funds' name by the President or Vice President and the Treasurer or Secretary of Other Funds, in form and substance satisfactory to the Fund and dated as of the Closing Date, pursuant to which MST, on behalf of the Acquiring Fund, assumes all the Liabilities of the Acquired Fund existing on the Valuation Date; 6. 3. MST, on behalf of the Acquiring Fund, shall have delivered to the Acquired Fund a certificate executed by MST's President or Vice President and its Treasurer or Assistant Treasurer and dated as of the Closing Date to the effect that the representations and warranties of MSTthe Other Funds, on behalf of the Acquiring FundOther Funds, 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; 6, and as to such other matters as Fund shall reasonably request. Such a certificate shall also be delivered to Fund as executed by Xxxxxxxx with respect to its representations and warranties made in paragraph 6.3. 4. MST, on behalf 8.4 The Fund shall have received at the Closing a favorable opinion dated as of the Acquiring FundClosing Date set forth in Section 7.4 of this Agreement. 8.5 Between the date hereof and the Closing Date, the Other Funds shall have performed all provide the Fund and its representatives reasonable access during regular business hours and upon reasonable notice to the books and records relating to the Other Funds, including without limitation the books and records of the covenants Other Funds, as the Fund may reasonably request. All such information obtained by the Fund and complied its representatives shall be held in confidence and may not be used for any purpose other than in connection with all of the provisions required transaction contemplated hereby. In the event that the transaction contemplated by this Agreement is not consummated, Fund and its representatives will promptly return to be performed or complied the Other Funds all documents and copies thereof with by MSTrespect to the Other Funds obtained from the Other Funds during the course of such investigation. 8.6 The OtherFunds shall have delivered to Fund, on behalf pursuant to paragraph 6.2(g), copies of the Acquiring Fundmost recent financial statements of the Other Funds certified by Coopers & Xxxxxxx, on or before L.L.P. 8.7 On the Closing Date; , the Other Funds Assets shall include no assets that the Fund, by reason of charter limitations or otherwise, may not properly acquire. 8.8 All actions taken by the Other Funds in connection with the transactions contemplated by the Agreement and 6all documents incidental thereto shall be reasonably satisfactory in form and substance to the Fund and its counsel. 8.9 The filing of the Registration Statement shall have been approved by the Trustees of the Fund.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE. ACQUIRED FUND The obligations of MST, on behalf of the Acquired Fund, to consummate the transactions provided for or herein shall be subject, at MST's MSTs election, to the performance by MST, 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 MST, 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. MST, on behalf of the Acquiring Fund, shall have executed and delivered to the Acquired Fund an Assumption of Liabilities CertificateLiabilities, certified by an officer of the Acquiring Fund, dated as of the Closing Date, pursuant to which MST, on behalf of the Acquiring Fund, assumes all the Liabilities of the Acquired Fund existing on the Valuation Date; 6. 3. MST, on behalf of the Acquiring Fund, shall have delivered to the Acquired Fund a certificate executed by MST's MSTs President or Vice President and its Treasurer or Assistant Treasurer and dated as of the Closing Date to the effect that the representations and warranties of MST, 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; 6. 4. MST, 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 MST, on behalf of the Acquiring Fund, on or before the Closing Date; and 6