Common use of COVENANTS OF THE FUNDS Clause in Contracts

COVENANTS OF THE FUNDS. 4.1 The Acquired Fund will operate its business in the ordinary course between the date hereof and the Closing Date, it being understood that such ordinary course of business will include payment of customary dividends and other distributions. 4.2 Subject to the provisions of this Agreement, each Fund will take, or cause to be taken, all action, and do or cause to be done, all things reasonably necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement. 4.3 As promptly as practicable, but in any case within sixty days after the Closing Date, the Acquired Fund shall furnish the Acquiring Fund, in form reasonably satisfactory to the Acquiring Fund, a statement of the earnings and profits of the Acquired Fund for federal income tax purposes that will be carried over to the Acquiring Fund under section 381 of the Code, which statement shall be certified by the Predecessor Company’s President or Vice President and its Treasurer or Assistant Treasurer. 4.4 The Successor Company has filed a Post-Effective Amendment to its Registration Statement (the “Registration Statement”) relating to the issuance of Acquiring Fund Shares hereunder, in compliance with the 1933 Act and the 1940 Act and the rules thereunder. 4.5 The Acquiring Fund agrees to use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act and such of the state Blue Sky or securities laws as it may deem appropriate in order to continue its operations after the Closing Date. 4.6 It is the intention of the parties that the transaction will qualify as a reorganization within the meaning of section 368(a)(1)(F) of the Code. None of the Predecessor Company, the Acquired Fund, the Successor Company or the Acquiring Fund shall take any action or cause any action to be taken (including, without limitation, the filing of any tax return) that is inconsistent with such treatment or that results in the failure of the transaction to qualify as a reorganization within the meaning of section 368(a)(1)(F) of the Code. At or prior to the Closing Date, the parties to this Agreement will take such reasonable action, or cause such action to be taken, as is reasonably necessary to enable Xxxxxx Price P.C. to render the tax opinion contemplated in this Agreement.

COVENANTS OF THE FUNDS. 4.1 The Acquired Predecessor Fund will operate its business in the ordinary course between the date hereof and the Closing Date, it being understood that such ordinary course of business will include payment of customary dividends and other distributions. 4.2 Subject to the provisions of this Agreement, each Fund will take, or cause to be taken, all action, and do or cause to be done, all things reasonably necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement. 4.3 As promptly as practicable, but in any case within sixty days after the Closing Date, the Acquired Predecessor Fund shall furnish the Acquiring Successor Fund, in form reasonably satisfactory to the Acquiring Successor Fund, a statement of the earnings and profits of the Acquired Predecessor Fund for federal income tax purposes that will be carried over to the Acquiring Successor Fund under section 381 of the Code, which statement shall be certified by the Predecessor Company’s President or Vice President and its Treasurer or Assistant Treasurer. 4.4 The Successor Company has filed will file a Post-Effective Amendment to its Registration Statement (the “Registration Statement”) relating to the issuance of Acquiring Successor Fund Shares hereunder, in compliance with the 1933 Act and the 1940 Act and the rules thereunder. 4.5 The Acquiring Successor Fund agrees to use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act and such of the state Blue Sky or securities laws as it may deem appropriate in order to continue its operations after the Closing Date. 4.6 It is the intention of the parties that the transaction will qualify as a reorganization within the meaning of section 368(a)(1)(F368(a)(1) of the Code. None of the Predecessor Company, the Acquired Predecessor Fund, the Successor Company or the Acquiring Successor Fund shall take any action or cause any action to be taken (including, without limitation, the filing of any tax return) that is inconsistent with such treatment or that results in the failure of the transaction to qualify as a reorganization within the meaning of section 368(a)(1)(F368(a)(1) of the Code. At or prior to the Closing DateClosing, the parties to this Agreement will take such reasonable action, or cause such action to be taken, as is reasonably necessary to enable Xxxxxx Price P.C. to render the tax opinion contemplated in this Agreement.