Common use of CONDITIONS PRECEDENT TO OBLIGATIONS Clause in Contracts

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 registration statement under the 1940 Act; (c) the Agreement has been duly authorized, executed and delivered by the Target Corporation, on behalf of the Target Fund, and constitutes a valid and legally binding obligation of the Target Corporation, on behalf of the Target Fund, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and laws of general applicability relating to or affecting creditors' rights and to general equity principles; (d) the execution and delivery of the Agreement did not, and the exchange of the Target Fund's assets for Acquiring Fund Shares pursuant to the Agreement will not, violate the Target Corporation's Charter, as amended, or By-laws; and (e) to the knowledge of such counsel, and without any independent investigation, (i) the Target Corporation is not subject to any litigation or other proceedings that might have a materially adverse effect on the operations of the Target Corporation, (ii) the Target Corporation is duly registered as an investment company with the Commission and is not subject to any stop order, and (iii) all regulatory consents, authorizations, approvals or filings required to be obtained or made by the Target Fund under the federal laws of the United States or the laws of the State of Maryland for the exchange of the Target Fund's assets for Acquiring Fund Shares, pursuant to the Agreement have been obtained or made. In rendering such opinion, such counsel may (1) rely, as to matters governed by the laws of the State of Maryland, on an opinion of competent Maryland counsel, (2) make assumptions regarding the authenticity, genuineness, and/or conformity of documents and copies thereof without independent verification thereof, (3) limit such opinion to applicable federal and state law, and (4) define the word "knowledge" and related terms to mean the knowledge of attorneys then with such counsel who have devoted substantive attention to matters directly related to this Agreement and the Reorganization. The delivery of such opinion is conditioned upon receipt by counsel of customary representations it shall reasonably request of each of the Acquiring Corporation and the Target Corporation, on behalf of each of the Acquiring Funds and the Target Funds, respectively. 7.5. Each Target 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 each Target Fund on or before the Closing Date.

CONDITIONS PRECEDENT TO OBLIGATIONS. OF EACH ACQUIRING THE ACQUIRED FUND With respect to each Reorganization, the The obligations of an Acquiring Fund the Company, on behalf of the Acquired Fund, to consummate the transactions provided for herein shall be subject, at its the Company's election, to the performance by its corresponding Target Fund the Trust, on behalf of the Acquiring Fund, of all of the obligations to be performed by it hereunder on or before the Closing Date Date, and, in addition thereto, the following further conditions: 7.1. 6.1 All representations and warranties of the Target CorporationTrust, on behalf of each Target 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; 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 6.2 The Trust 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 Company a certificate executed in its name by its President or a Vice PresidentPresident and its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to the Acquiring Corporation, on behalf of the Acquiring Fund, Company and dated as of the Closing Date, to the effect that the representations and warranties of the Target Corporation with respect to Trust, on behalf of the Target Fund Acquiring Fund, made in this Agreement are true and correct on at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, Agreement and as to such other matters as the Acquiring Fund Company 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) 6.3 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 registration statement under the 1940 Act; (c) the Agreement has been duly authorized, executed and delivered by the Target CorporationTrust, on behalf of the Target Acquiring Fund, and constitutes a valid and legally binding obligation of the Target Corporation, on behalf of the Target Fund, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and laws of general applicability relating to or affecting creditors' rights and to general equity principles; (d) the execution and delivery of the Agreement did not, and the exchange of the Target Fund's assets for Acquiring Fund Shares pursuant to the Agreement will not, violate the Target Corporation's Charter, as amended, or By-laws; and (e) to the knowledge of such counsel, and without any independent investigation, (i) the Target Corporation is not subject to any litigation or other proceedings that might have a materially adverse effect on the operations of the Target Corporation, (ii) the Target Corporation is duly registered as an investment company with the Commission and is not subject to any stop order, and (iii) all regulatory consents, authorizations, approvals or filings required to be obtained or made by the Target Fund under the federal laws of the United States or the laws of the State of Maryland for the exchange of the Target Fund's assets for Acquiring Fund Shares, pursuant to the Agreement have been obtained or made. In rendering such opinion, such counsel may (1) rely, as to matters governed by the laws of the State of Maryland, on an opinion of competent Maryland counsel, (2) make assumptions regarding the authenticity, genuineness, and/or conformity of documents and copies thereof without independent verification thereof, (3) limit such opinion to applicable federal and state law, and (4) define the word "knowledge" and related terms to mean the knowledge of attorneys then with such counsel who have devoted substantive attention to matters directly related to this Agreement and the Reorganization. The delivery of such opinion is conditioned upon receipt by counsel of customary representations it shall reasonably request of each of the Acquiring Corporation and the Target Corporation, on behalf of each of the Acquiring Funds and the Target Funds, respectively. 7.5. Each Target 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 each Target Fund the 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 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 EACH ACQUIRING THE ACQUIRED FUND With respect to each Reorganization, the The obligations of an Acquiring Fund the Trust, on behalf of the Acquired Fund, to consummate the transactions provided for herein shall be subject, at its the Trust’s election, to the performance by its corresponding Target Fund the Trust, on behalf of the Acquiring Fund, of all of the obligations to be performed by it hereunder on or before the Closing Date Date, and, in addition thereto, the following further conditions: 7.16.1. All representations and warranties of the Target CorporationTrust, on behalf of each Target 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; 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.; 7.26.2. Each Target Fund The Trust shall have delivered to its corresponding Acquiring the Acquired 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 PresidentPresident and its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to the Acquiring Corporation, on behalf of the Acquiring Fund, Acquired Fund and dated as of the Closing Date, to the effect that the representations and warranties of the Target Corporation with respect to Trust, on behalf of the Target Fund Acquiring Fund, made in this Agreement are true and correct on at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, Agreement and as to such other matters as the Acquiring Acquired Fund shall reasonably request.; 7.46.3. 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 registration statement under the 1940 Act; (c) the Agreement has been duly authorized, executed and delivered by the Target CorporationTrust, on behalf of the Target Acquiring Fund, and constitutes a valid and legally binding obligation of the Target Corporation, on behalf of the Target Fund, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and laws of general applicability relating to or affecting creditors' rights and to general equity principles; (d) the execution and delivery of the Agreement did not, and the exchange of the Target Fund's assets for Acquiring Fund Shares pursuant to the Agreement will not, violate the Target Corporation's Charter, as amended, or By-laws; and (e) to the knowledge of such counsel, and without any independent investigation, (i) the Target Corporation is not subject to any litigation or other proceedings that might have a materially adverse effect on the operations of the Target Corporation, (ii) the Target Corporation is duly registered as an investment company with the Commission and is not subject to any stop order, and (iii) all regulatory consents, authorizations, approvals or filings required to be obtained or made by the Target Fund under the federal laws of the United States or the laws of the State of Maryland for the exchange of the Target Fund's assets for Acquiring Fund Shares, pursuant to the Agreement have been obtained or made. In rendering such opinion, such counsel may (1) rely, as to matters governed by the laws of the State of Maryland, on an opinion of competent Maryland counsel, (2) make assumptions regarding the authenticity, genuineness, and/or conformity of documents and copies thereof without independent verification thereof, (3) limit such opinion to applicable federal and state law, and (4) define the word "knowledge" and related terms to mean the knowledge of attorneys then with such counsel who have devoted substantive attention to matters directly related to this Agreement and the Reorganization. The delivery of such opinion is conditioned upon receipt by counsel of customary representations it shall reasonably request of each of the Acquiring Corporation and the Target Corporation, on behalf of each of the Acquiring Funds and the Target Funds, respectively. 7.5. Each Target 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 each Target Fund the 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 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 EACH ACQUIRING TARGET FUND With respect to each Reorganization, the obligations of an Acquiring a Target Fund to consummate the transactions provided for herein shall be subject, at its election, to the performance by its corresponding Target Acquiring Fund of all of the obligations to be performed by it hereunder on or before the Closing Date Date, and, in addition thereto, the following further conditions: 7.16.1. All representations and warranties of the Target Acquiring Corporation, on behalf of each Target 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; and there shall be (i) no pending or threatened litigation brought by any person (other than an Acquiring a Target Fund, its adviser or any of their affiliates) against a Target an Acquiring Fund or its investment adviser(s), Board members or officers arising out of this Agreement and (ii) no facts known to any Target Acquiring Fund which a Target an Acquiring Fund reasonably believes might result in such litigation. 7.26.2. Each Target Acquiring 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 Target Corporation, on behalf of the Acquiring Target Fund, and dated as of the Closing Date, to the effect that the representations and warranties of the Target Acquiring Corporation with respect to the Target Acquiring 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 Target Fund shall reasonably request. 7.46.3. Each Acquiring Target Fund shall have received on the Closing Date an opinion of counsel, in a form reasonably satisfactory to the Acquiring Target Fund, and dated as of the Closing Date, to the effect that: (a) The Target Acquiring Corporation is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland; (b) the Target Acquiring Fund has the power to carry on its business as presently conducted in accordance with the description thereof in the Target Acquiring Corporation's registration statement under the 1940 Act; (c) the Agreement has been duly authorized, executed and delivered by the Target Acquiring Corporation, on behalf of the Target Acquiring Fund, and constitutes a valid and legally binding obligation of the Target Acquiring Corporation, on behalf of the Target Acquiring Fund, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and laws of general applicability relating to or affecting creditors' rights and to general equity principles; (d) the execution and delivery of the Agreement did not, and the exchange of the Target Fund's assets for Acquiring Fund Shares pursuant to the Agreement will not, violate the Target Acquiring Corporation's Charter, as amended, or By-laws; and (e) to the knowledge of such counsel, and without any independent investigation, (i) the Target Acquiring Corporation is not subject to any litigation or other proceedings that might have a materially adverse effect on the operations of the Target Acquiring Corporation, (ii) the Target Acquiring Corporation is duly registered as an investment company with the Commission and is not subject to any stop order, ; and (iii) all regulatory consents, authorizations, approvals or filings required to be obtained or made by the Target Acquiring Fund under the federal laws of the United States or the laws of the State of Maryland for the exchange of the Target Fund's assets for Acquiring Fund Shares, pursuant to the Agreement have been obtained or made. In rendering such opinion, such counsel may (1) rely, as to matters governed by the laws of the State of Maryland, on an opinion of competent Maryland counsel, (2) make assumptions regarding the authenticity, genuineness, and/or conformity of documents and copies thereof without independent verification thereof, (3) limit such opinion to applicable federal and state law, and (4) define the word "knowledge" and related terms to mean the knowledge of attorneys then with such counsel who have devoted substantive attention to matters directly related to this Agreement and the Reorganization. The delivery of such opinion is conditioned upon receipt by counsel of customary representations it shall reasonably request of each of the Acquiring Corporation and the Target Corporation, on behalf of each of the Acquiring Funds and the Target Funds, respectively. 7.56.4. Each Target 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 each Target Acquiring Fund on or before the Closing Date.