Common use of CONDITIONS TO OBLIGATIONS OF THE SELLING CORPORATION Clause in Contracts

CONDITIONS TO OBLIGATIONS OF THE SELLING CORPORATION. AND THE BUYING CORPORATION. The obligations of each of the Selling Corporations and the Buying Corporations with respect to each Reorganization are subject to the satisfaction of the following conditions: Tax Opinion. With respect to the Reorganization between a Selling Fund and its corresponding Buying Fund, the Selling Fund shall have received an opinion of Ropes & Xxxx LLP satisfactory to such Selling Fund, and the Buying Fund shall have received an opinion of Ropes & Xxxx LLP satisfactory to such Buying Fund, each substantially to the effect that, on the basis of existing provisions of the Code, Treasury regulations promulgated thereunder, current administrative rules, pronouncements and court decisions, although the matter is not free from doubt, generally for federal income tax purposes: a. The acquisition by each Buying Fund of the assets of the corresponding Selling Funds in exchange for each Buying Fund's assumption of all liabilities of the corresponding Selling Fund and delivery to the Selling Funds of the acquisition shares, followed by the distribution by each Selling Fund of the acquisition shares to the shareholders of each Selling Fund in exchange for their Selling Fund shares, all as provided in paragraph 2(a) and 4(a) hereof, will constitute a reorganization within the meaning of Section 368(a) of the Code, and the Selling Funds and the Buying Funds will each be "a party to a reorganization" within the meaning of Section 368(b) of the Code; b. No gain or loss will be recognized by the Selling Funds upon (i) the transfer of their assets to the corresponding Buying Funds in exchange for the acquisition shares and the assumption by each Buying Fund of all liabilities of the corresponding Selling Fund or (ii) the distribution of the acquisition shares by each Selling Fund to its shareholders in liquidation, as contemplated in paragraph 4(a) hereof; c. No gain or loss will be recognized by the Buying Funds upon receipt of the assets of the corresponding Selling Funds in exchange for acquisition shares and the assumption by the Buying Funds of all liabilities of the corresponding Selling Funds as contemplated in paragraph 2(a) hereof; d. The tax basis in the hands of the Buying Funds of the assets of the corresponding Selling Fund transferred to the Buying Funds in the Reorganization will be the same as the tax basis of such assets in the hands of the corresponding Selling Fund immediately prior to the transfer; e. The holding periods of the assets of the Selling Funds in the hands of the corresponding Buying Fund will include the periods during which such assets were held by the Selling Funds; f. No gain or loss will be recognized by each Selling Fund's shareholders upon the exchange of their shares of the Selling Fund for the acquisition shares; g. The aggregate tax basis of the acquisition shares each Selling Fund's shareholder receives in the Reorganization will be the same as the aggregate tax basis of his or her Selling Fund's shares exchanged therefor; h. Each Selling Fund's shareholder's holding period for the acquisition shares will include the period for which he or she held the Selling Fund's shares exchanged therefor, provided that the shareholder held such Selling Fund's shares as capital assets on the date of the exchange; and i. Each Buying Fund will succeed to and take into account the items of the corresponding Selling Fund described in Section 381(c) of the Code, subject to the conditions and limitations specified in Sections 381, 382, 383 and 384 of the Code and the regulations thereunder. Ropes & Xxxx LLP will express no view with respect to the effect of the Reorganization on any transferred asset as to which any unrealized gain or loss is required to be recognized under federal income tax principles (i) at the end of a taxable year or upon the termination thereof or (ii) upon the transfer of such asset regardless of whether such a transfer would otherwise be a non-taxable transaction. Each opinion will be based on certain factual certifications made by officers of each Selling Fund and each Buying Fund, and will also be based on customary assumptions. The opinions are not guarantees that the tax consequences of the Reorganizations will be as described above. The opinions will note and distinguish certain published precedent. There is no assurance that the IRS or a court would agree with the opinions.