Common use of CONDITIONS PRECEDENT TO OBLIGATIONS Clause in Contracts

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 ACQUIRED FUND PORTFOLIO The obligations of Silver the Company, on behalf of the Acquired FundPortfolio, to consummate the transactions provided for herein shall be subject, at Silver the Company's ’s election, to the performance by Gold Companythe Trust, on behalf of the Acquiring FundPortfolio, 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 Companythe Trust, on behalf of the Acquiring FundPortfolio, 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 The Trust shall have delivered to the Silver Fund Company 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 the Company and dated as of the Closing Date, to the effect that the representations and warranties of Gold Companythe Trust, on behalf of the Acquiring FundPortfolio, 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 the Company shall reasonably request; 6.3. Gold CompanyThe Trust, on behalf of the Acquiring FundPortfolio, 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 Companythe Trust, on behalf of the Acquiring FundPortfolio, on or before the Closing Date; and 6.4. The Acquired Fund Portfolio and the Acquiring Fund Portfolio shall have agreed on the number of full and fractional Acquiring Fund Portfolio 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 EACH ACQUIRED FUND The obligations of Silver Company, on behalf of the Acquired Fund, Funds to consummate the transactions provided for herein shall be subject, at Silver Company's the Acquired Funds’ election, to the performance by Gold Company, on behalf of the Acquiring Fund, Successor Funds of all the obligations to be performed by it them hereunder on or before the Closing Date, and, in addition thereto, the following further conditions: 6.18.1. All representations and warranties of Gold Company, on behalf of the Acquiring Fund, Successor Funds and the Trust contained in this Agreement Plan 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 AgreementPlan, as of the Closing Date, with the same force and effect as if made on and as of the Closing Date; 6.28.2. Gold Company shall have delivered to The Trust and 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, Successor Funds shall have performed all of the covenants and complied with all of the provisions required by this Agreement Plan to be performed or complied with by Gold Company, on behalf of the Acquiring Fund, Trust and the Successor Funds on or before the Closing Date; and; 6.48.3. The Acquired Fund Funds and the Acquiring Fund Successor Funds shall have agreed on the number of full and fractional Acquiring Successor 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; 8.4. Each series of the Trust, including the Successor Funds, shall have obtained necessary Board of Trustees and shareholder approval to enter into, and shall have executed, agreements for portfolio management with Forward Management, LLC (“Forward Management”) and certain sub-investment advisers, as set forth in Schedule A hereto, the final form of which agreements for portfolio management shall have been provided to and approved in writing by Forward Management; 8.5. The composition of the Board of Trustees of the Trust shall consist exclusively of the individuals identified in Schedule B, each of which shall have been duly nominated by the Board of Trustees of the Trust and duly elected by the shareholders of the Trust; 8.6. Each Acquired Fund shall have obtained necessary shareholder approval to effect the Reorganizations. Notwithstanding anything herein to the contrary, the obligations of the Company to effect a Reorganization with respect to a particular Acquired Fund shall, at the discretion of the Board of Directors of the Company, be contingent upon each other Acquired Fund obtaining the necessary shareholder approvals to effect the Reorganizations.

CONDITIONS PRECEDENT TO OBLIGATIONS. OF THE EACH ACQUIRED FUND The obligations of Silver Companythe Trust, on behalf of the each Acquired Fund, to consummate the transactions provided for herein shall be subject, at Silver Company's the Trust’ election, to the performance by Gold the 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 the 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 The Company shall have delivered to the Silver Fund Trust 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 the Trust and dated as of the Closing Date, to the effect that the representations and warranties of Gold the 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 the Trust shall reasonably request; 6.3. Gold The 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 the Company, on behalf of the Acquiring Fund, on or before the Closing Date; and 6.4. The Each Acquired Fund and the Acquiring Fund shall have agreed on the number of full and fractional Class A, Class B and Class C 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 ACQUIRED FUND PORTFOLIO The obligations of Silver the Company, on behalf of the Acquired FundPortfolio, to consummate the transactions provided for herein shall be subject, at Silver the Company's ’ election, to the performance by Gold Companythe Trust, on behalf of the Acquiring FundPortfolio, 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 Companythe Trust, on behalf of the Acquiring FundPortfolio, 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 The Trust shall have delivered to the Silver Fund Company 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 the Company and dated as of the Closing Date, to the effect that the representations and warranties of Gold Companythe Trust, on behalf of the Acquiring FundPortfolio, 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 the Company shall reasonably request; 6.3. Gold CompanyThe Trust, on behalf of the Acquiring FundPortfolio, 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 Companythe Trust, on behalf of the Acquiring FundPortfolio, on or before the Closing Date; and 6.4. The Acquired Fund Portfolio and the Acquiring Fund Portfolio shall have agreed on the number of full and fractional Acquiring Fund Portfolio Shares of each Class class to be issued in connection with the Reorganization after such number has been calculated in accordance with paragraph 1.1.