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

FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING. FUND AND THE SELLING FUND 8.1 On the Closing Date, the Commission shall not have issued an unfavorable report under Section 25(b) of the 1940 Act, nor instituted any proceeding seeking to enjoin the consummation of the transactions contemplated by this Agreement under Section 25(c) of the 1940 Act and no action, suit or other proceeding shall be threatened or pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement or the transactions contemplated herein. 8.2 All required consents of other parties and all other consents, orders, and permits of federal, state and local regulatory authorities (including those of the Commission and of state Blue Sky securities authorities, including any necessary “no-action” positions of and exemptive orders from such federal and state authorities) to permit consummation of the transactions contemplated hereby shall have been obtained, except where failure to obtain any such consent, order, or permit would not involve a risk of a material adverse effect on the assets or properties of the Acquiring Fund or the Selling Fund, provided that either party hereto may for itself waive any of such conditions. 8.3 The Selling Fund shall have declared a dividend or dividends which, together with all previous such dividends shall have the effect of distributing to the Selling Fund Shareholders all of the Selling Fund’s investment company taxable income for all taxable periods ending on the Closing Date (computed without regard to any deduction for dividends paid) and all of the net capital gains realized in all taxable periods ending on the Closing Date (after reduction for any capital loss carryforward). 8.4 The Trust shall have received a favorable opinion of Xxxxxxxx & Worcester LLP addressed to the Acquiring Fund and the Selling Fund substantially to the effect that, for federal income tax purposes, and while the matter is not entirely free from doubt: (a) The transfer of all of the Selling Fund assets in exchange solely for the Acquiring Fund Shares and the assumption by the Acquiring Fund of the liabilities of the Selling Fund followed by the distribution of the Acquiring Fund Shares to the Selling Fund Shareholders in dissolution and liquidation of the Selling Fund will constitute a “reorganization” within the meaning of Section 368(a)(1)(C) of the Code, and the Acquiring Fund and the Selling Fund 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 Acquiring Fund upon the receipt of the assets of the Selling Fund solely in exchange for the Acquiring Fund Shares and the assumption by the Acquiring Fund of the liabilities of the Selling Fund. (c) No gain or loss will be recognized by the Selling Fund upon the transfer of the Selling Fund assets to the Acquiring Fund in exchange for the Acquiring Fund Shares and the assumption by the Acquiring Fund of the liabilities of the Selling Fund or upon the distribution (whether actual or constructive) of the Acquiring Fund Shares to Selling Fund Shareholders in exchange for their shares of the Selling Fund. (d) No gain or loss will be recognized by the Selling Fund Shareholders upon the exchange of their Selling Fund shares for the Acquiring Fund Shares in liquidation of the Selling Fund. (e) The aggregate tax basis for the Acquiring Fund Shares received by each Selling Fund Shareholder pursuant to the Reorganization will be the same as the aggregate tax basis of the Selling Fund shares held by such Shareholder immediately prior to the Closing, and the holding period of the Acquiring Fund Shares received by each Selling Fund Shareholder will include the period during which the Selling Fund shares exchanged therefor were held by such Shareholder (provided the Selling Fund shares were held as capital assets on the date of the Closing). (f) The tax basis of the Selling Fund assets acquired by the Acquiring Fund will be the same as the tax basis of such assets to the Selling Fund immediately prior to the Closing, and the holding period of the assets of the Selling Fund in the hands of the Acquiring Fund will include the period during which those assets were held by the Selling Fund.

FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING. FUND AND THE SELLING FUNDFund and the Acquired Fund 8.1 On At the Closing DateClosing, the Commission shall not have issued an unfavorable report under Section 25(b) of the 1940 Act, nor instituted any proceeding seeking to enjoin the consummation of the transactions contemplated by this Agreement under Section 25(c) of the 1940 Act and no action, suit or other proceeding shall be pending or to its knowledge threatened or pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain material damages or other relief in connection with, this Agreement or the transactions contemplated herein. 8.2 All required consents of other parties and all other consents, orders, orders and permits of federal, state and local regulatory authorities (including those deemed necessary by the Corporation, on behalf of the Commission and of state Blue Sky securities authoritiesAcquiring Fund or the Acquired Fund, including any necessary “no-action” positions of and exemptive orders from such federal and state authorities) to permit consummation consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain any such consent, order, order or permit would not involve a risk of a material adverse effect on the assets or properties of the Acquiring Fund or the Selling Acquired Fund, provided that either party hereto may for itself waive any of such conditions. 8.3 The Selling Fund shall have declared a dividend or dividends which, together with all previous such dividends shall have the effect of distributing to the Selling Fund Shareholders all of the Selling Fund’s investment company taxable income for all taxable periods ending on the Closing Date (computed without regard to any deduction for dividends paid) and all of the net capital gains realized in all taxable periods ending on the Closing Date (after reduction for any capital loss carryforward). 8.4 The Trust Funds shall have received a favorable an opinion of Xxxxxxxx & Worcester LLP Xxxxxx Price P.C. addressed to the Acquiring Fund and the Selling Acquired Fund substantially to the effect that, that for federal income tax purposes, and while the matter is not entirely free from doubt: (a) The transfer of all of the Selling Acquired Fund’s assets to the Acquiring Fund assets in exchange solely for the Acquiring Fund Shares and the assumption by the Acquiring Fund of all the liabilities of the Selling Acquired Fund immediately followed by the pro rata distribution to the Acquired Fund Shareholders of all the Acquiring Fund Shares to received by the Selling Acquired Fund Shareholders in dissolution and complete liquidation of the Selling Acquired Fund will constitute a “reorganization” within the meaning of Section 368(a)(1)(C368(a) of the Code, Code and the Acquiring Fund and the Selling Acquired Fund will each be a “party to a reorganization,” within the meaning of Section 368(b) of the Code, with respect to the Reorganization. (b) No gain or loss will be recognized by the Acquiring Fund upon the receipt of all the assets of the Selling Acquired Fund solely in exchange for the Acquiring Fund Shares and the assumption by the Acquiring Fund of all the liabilities of the Selling Acquired Fund. (c) No gain or loss will be recognized by the Selling Acquired Fund upon the transfer of all the Selling Fund Acquired Fund’s assets to the Acquiring Fund solely in exchange for the Acquiring Fund Shares and the assumption by the Acquiring Fund of all the liabilities of the Selling Acquired Fund or upon the distribution (whether actual or constructive) of the such Acquiring Fund Shares to Selling the Acquired Fund Shareholders solely in exchange for their such shareholders’ shares of the Selling Acquired Fund in complete liquidation of the Acquired Fund. (d) No gain or loss will be recognized by the Selling Acquired Fund Shareholders upon the exchange of their Selling Acquired Fund shares solely for the Acquiring Fund Shares in liquidation of the Selling FundReorganization. (e) The aggregate tax basis for of the Acquiring Fund Shares received by each Selling Acquired Fund Shareholder pursuant to the Reorganization will be the same as the aggregate tax basis of the Selling Acquired Fund shares held exchanged therefor by such Shareholder immediately prior to the Closing, and the shareholder. The holding period of the Acquiring Fund Shares received by each Selling Acquired Fund Shareholder will include the period during which the Selling Acquired Fund shares exchanged therefor were held by such Shareholder (shareholder, provided the Selling such Acquired Fund shares were are held as capital assets on at the date time of the Closing)Reorganization. (f) The tax basis of the Selling Fund Acquired Fund’s assets acquired by transferred to the Acquiring Fund will be the same as the tax basis of such assets to the Selling Acquired Fund immediately prior to before the Closing, and the Reorganization. The holding period of the assets of the Selling Acquired Fund in the hands of the Acquiring Fund will include the period during which those assets were held by the Selling Acquired Fund. No opinion will be expressed as to (1) the effect of the Reorganization on the Acquired Fund, the Acquiring Fund or any Acquired Fund Shareholder with respect to any asset (including without limitation any stock held in a passive foreign investment company as defined in Section 1297(a) of the Code) 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 on the termination thereof) or (ii) upon the transfer of such asset regardless of whether such transfer would otherwise be a non-taxable transaction under the Code or (2) any other federal tax issues (except those set forth above) and all state, local or foreign tax issues of any kind. Such opinion shall be based on customary assumptions and such representations as Xxxxxx Price P.C. may reasonably request of the Funds, and the Acquired Fund and the Acquiring Fund will cooperate to make and certify the accuracy of such representations. Notwithstanding anything herein to the contrary, neither the Acquiring Fund nor the Acquired Fund may waive the conditions set forth in this Section 8.3.

FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING. FUND AND THE SELLING TARGET FUND 8.1 On the Closing Date, the Commission shall not have issued an unfavorable report under Section 25(b) of the 1940 Act, nor instituted any proceeding seeking to enjoin the consummation of the transactions contemplated by this Agreement under Section 25(c) of the 1940 Act and no action, suit suit, or other proceeding shall be threatened or pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement or the transactions contemplated hereinReorganization. 8.2 All required consents of other parties and all other consents, orders, and permits of federal, state state, and local regulatory authorities (including those of the Commission and of state Blue Sky securities authorities, including any necessary “no-action” positions of and exemptive orders from such federal and state authorities) to permit consummation of the transactions contemplated hereby Reorganization shall have been obtained, except where failure to obtain any such consent, order, or permit would not involve a risk of a material adverse effect on the assets or properties of the Acquiring Fund or the Selling Target Fund, provided that either party hereto may for itself waive any of such conditions. 8.3 8.4 The Selling Fund Registration Statement shall have become effective under the 1933 Act, and no stop orders suspending the effectiveness of the Registration Statement shall have been issued and, to the best knowledge of the parties, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened, or contemplated under the 0000 Xxx. 8.5 Prior to the Valuation Time, the Target Trust, with respect to the Target Fund, shall have declared and paid a dividend or dividends which, together with all previous such dividends dividends, shall have the effect of distributing to the Selling Fund Shareholders Target Fund’s shareholders at least all of the Selling Target Fund’s investment company taxable income (within the meaning of Section 852(b)(2) of the Code) for all taxable years or periods ending on or before the Closing Date (computed without regard to any deduction for dividends paid), the excess of the Target Fund’s interest income excludable from gross income under Section 103(a) of the Code over its disallowed deductions under Sections 265 and 171(a)(2) of the Code for all taxable years or periods ending on or before the Closing Date, and all of the Target Fund’s net capital gains gain (as defined in Section 1222(11) of the Code) realized in all taxable years or periods ending on or before the Closing Date (after reduction for any available capital loss carryforward). 8.4 The Trust shall have received a favorable opinion 8.6 Each of Xxxxxxxx & Worcester LLP addressed to the Acquiring Fund and the Selling Target Fund shall have received an opinion of K&L Gates LLP substantially to the effect that, for federal income tax purposes, and while the matter is not entirely free from doubt: (a) The transfer by the Target Fund of substantially all of its assets to the Selling Acquiring Fund assets solely in exchange solely for the Acquiring Fund Shares and the assumption by the Acquiring Fund of substantially all the liabilities of the Selling Fund Target Fund, immediately followed by the pro rata, by class, distribution of all the Acquiring Fund Shares so received by the Target Fund to the Selling Fund Shareholders Target Fund’s shareholders of record in dissolution and complete liquidation of the Selling Fund Target Fund, will constitute a “reorganization” within the meaning of Section 368(a)(1)(C368(a)(1) of the Code, Code and the Acquiring Fund and the Selling Target Fund will each be “a “party to a reorganization,” within the meaning of Section 368(b) of the Code, with respect to the Reorganization. (b) No gain or loss will be recognized by the Acquiring Fund upon the receipt of substantially all the assets of the Selling Target Fund solely in exchange for the Acquiring Fund Shares and the assumption by the Acquiring Fund of substantially all the liabilities of the Selling Target Fund. (c) No gain or loss will be recognized by the Selling Target Fund upon the transfer of the Selling Fund substantially all its assets to the Acquiring Fund solely in exchange for the Acquiring Fund Shares and the assumption by the Acquiring Fund of substantially all the liabilities of the Selling Target Fund or upon the distribution (whether actual or constructive) of the Acquiring Fund Shares so received to Selling Fund Shareholders the Target Fund’s shareholders solely in exchange for their such shareholders’ shares of the Selling Target Fund in complete liquidation of the Target Fund. (d) No gain or loss will be recognized by the Selling Fund Shareholders Target Fund’s shareholders upon the exchange exchange, pursuant to the Reorganization, of all their Selling shares of the Target Fund shares solely for the Acquiring Fund Shares in liquidation of the Selling FundShares. (e) The aggregate tax basis for of the Acquiring Fund Shares received by each Selling Target Fund Shareholder shareholder pursuant to the Reorganization will be the same as the aggregate tax basis of the Selling Target Fund shares held exchanged therefor by such Shareholder immediately prior to the Closing, and the shareholder. (f) The holding period of the Acquiring Fund Shares received by each Selling Target Fund Shareholder shareholder in the Reorganization will include the period during which the Selling shares of the Target Fund shares exchanged therefor were held by such Shareholder (shareholder, provided the Selling such Target Fund shares were held as capital assets on at the date effective time of the Closing)Reorganization. (fg) The tax basis of the Selling assets of the Target Fund assets acquired received by the Acquiring Fund will be the same as the tax basis of such assets to in the Selling hands of the Target Fund immediately prior to before the Closing, and effective time of the Reorganization. (h) The holding period of the assets of the Selling Target Fund in the hands of received by the Acquiring Fund will include the period during which those such assets were held by the Selling Target Fund. No opinion will be expressed as to (1) the effect of the Reorganization on the Acquiring Fund, the Target Fund, or any Target Fund shareholder with respect to any asset (including without limitation any stock held in a passive foreign investment company as defined in Section 1297(a) of the Code) as to which any unrealized gain or loss is required to be recognized for federal income tax purposes (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 transfer would otherwise be a non-taxable transaction under the Code, or (2) any other federal tax issues (except those set forth above) and all state, local or foreign tax issues of any kind. Such opinion shall be based on customary assumptions, limitations, and such representations as K&L Gates LLP may reasonably request. The Target Fund and Acquiring Fund will cooperate to make and certify the accuracy of such representations. Such opinion may contain such assumptions and limitations as shall be in the opinion of such counsel appropriate to render the opinions expressed. Notwithstanding anything herein to the contrary, neither the Acquiring Fund nor the Target Fund may waive the conditions set forth in this paragraph 8.6.

FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING. FUND AND THE SELLING FUNDFund and the Acquired Fund 8.1 On the Closing Date, the Commission shall not have issued an unfavorable report under Section 25(b) of the 1940 Act, nor instituted any proceeding seeking to enjoin the consummation of the transactions contemplated by this Agreement under Section 25(c) of the 1940 Act and no action, suit or other proceeding shall be pending or to its knowledge threatened or pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain material damages or other relief in connection with, this Agreement or the transactions contemplated herein. 8.2 All required consents of other parties and all other consents, orders, orders and permits of federal, state and local regulatory authorities (including those deemed necessary by the Corporation, on behalf of the Commission and of state Blue Sky securities authoritiesAcquiring Fund or the Acquired Fund, including any necessary “no-action” positions of and exemptive orders from such federal and state authorities) to permit consummation consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain any such consent, order, order or permit would not involve a risk of a material adverse effect on the assets or properties of the Acquiring Fund or the Selling Acquired Fund, provided that either party hereto may for itself waive any of such conditions. 8.3 The Selling Fund shall have declared a dividend or dividends which, together with all previous such dividends shall have the effect of distributing to the Selling Fund Shareholders all of the Selling Fund’s investment company taxable income for all taxable periods ending on the Closing Date (computed without regard to any deduction for dividends paid) and all of the net capital gains realized in all taxable periods ending on the Closing Date (after reduction for any capital loss carryforward). 8.4 The Trust Funds shall have received a favorable an opinion of Xxxxxxxx & Worcester LLP Xxxxxx Price P.C. addressed to the Acquiring Fund and the Selling Acquired Fund substantially to the effect that, that for federal income tax purposes, and while the matter is not entirely free from doubt: (a) The transfer of all of the Selling Acquired Fund’s assets to the Acquiring Fund assets in exchange solely for the Acquiring Fund Shares and the assumption by the Acquiring Fund of all the liabilities of the Selling Acquired Fund followed by the pro rata, by class, distribution to the Acquired Fund Shareholders of all the Acquiring Fund Shares to received by the Selling Acquired Fund Shareholders in dissolution and complete liquidation of the Selling Acquired Fund will constitute a “reorganization” within the meaning of Section 368(a)(1)(C368(a) of the Code, Code and the Acquiring Fund and the Selling Acquired Fund will each be a “party to a reorganization,” within the meaning of Section 368(b) of the Code, with respect to the Reorganization. (b) No gain or loss will be recognized by the Acquiring Fund upon the receipt of all the assets of the Selling Acquired Fund solely in exchange for the Acquiring Fund Shares and the assumption by the Acquiring Fund of all the liabilities of the Selling Acquired Fund. (c) No gain or loss will be recognized by the Selling Acquired Fund upon the transfer of all the Selling Fund Acquired Fund’s assets to the Acquiring Fund solely in exchange for the Acquiring Fund Shares and the assumption by the Acquiring Fund of all the liabilities of the Selling Acquired Fund or upon the distribution (whether actual or constructive) of the such Acquiring Fund Shares to Selling the Acquired Fund Shareholders solely in exchange for their such shareholders’ shares of the Selling Acquired Fund in complete liquidation of the Acquired Fund. (d) No gain or loss will be recognized by the Selling Acquired Fund Shareholders upon the exchange of their Selling Acquired Fund shares solely for the Acquiring Fund Shares in liquidation of the Selling FundReorganization. (e) The aggregate tax basis for of the Acquiring Fund Shares received by each Selling Acquired Fund Shareholder pursuant to the Reorganization will be the same as the aggregate tax basis of the Selling Acquired Fund shares held exchanged therefor by such Shareholder immediately prior to the Closing, and the shareholder. The holding period of the Acquiring Fund Shares received by each Selling Acquired Fund Shareholder will include the period during which the Selling Acquired Fund shares exchanged therefor were held by such Shareholder (shareholder, provided the Selling such Acquired Fund shares were are held as capital assets on at the date time of the Closing)Reorganization. (f) The tax basis of the Selling Fund Acquired Fund’s assets acquired by transferred to the Acquiring Fund will be the same as the tax basis of such assets to the Selling Acquired Fund immediately prior to before the Closing, and the Reorganization. The holding period of the assets of the Selling Acquired Fund in the hands of the Acquiring Fund will include the period during which those assets were held by the Selling Acquired Fund. No opinion will be expressed as to (1) the effect of the Reorganization on (A) the Acquired Fund, the Acquiring Fund or any Acquired Fund Shareholder with respect to any 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 on the termination thereof) or (ii) upon the transfer of such asset regardless of whether such transfer would otherwise be a non-taxable transaction under the Code, or (B) the Acquired Fund, the Acquiring Fund or any Acquired Fund Shareholder with respect to any stock held in a passive foreign investment company as defined in Section 1297(a) of the Code or (2) any other federal tax issues (except those set forth above) and all state, local or foreign tax issues of any kind. Such opinion shall be based on customary assumptions and such representations as Xxxxxx Price P.C. may reasonably request of the Funds, and the Acquired Fund and the Acquiring Fund will cooperate to make and certify the accuracy of such representations. Notwithstanding anything herein to the contrary, neither the Acquiring Fund nor the Acquired Fund may waive the conditions set forth in this Section 8.3.

FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING. FUND AND THE SELLING FUNDFund and the Acquired Fund 8.1 On At the Closing DateClosing, the Commission shall not have issued an unfavorable report under Section 25(b) of the 1940 Act, nor instituted any proceeding seeking to enjoin the consummation of the transactions contemplated by this Agreement under Section 25(c) of the 1940 Act and no action, suit or other proceeding shall be pending or to its knowledge threatened or pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain material damages or other relief in connection with, this Agreement or the transactions contemplated herein. 8.2 All required consents of other parties and all other consents, orders, orders and permits of federal, state and local regulatory authorities (including those deemed necessary by the Corporation, on behalf of the Commission and of state Blue Sky securities authoritiesAcquiring Fund or the Acquired Fund, including any necessary “no-action” positions of and exemptive orders from such federal and state authorities) to permit consummation consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain any such consent, order, order or permit would not involve a risk of a material adverse effect on the assets or properties of the Acquiring Fund or the Selling Acquired Fund, provided that either party hereto may for itself waive any of such conditions. 8.3 The Selling Fund shall have declared a dividend or dividends which, together with all previous such dividends shall have the effect of distributing to the Selling Fund Shareholders all of the Selling Fund’s investment company taxable income for all taxable periods ending on the Closing Date (computed without regard to any deduction for dividends paid) and all of the net capital gains realized in all taxable periods ending on the Closing Date (after reduction for any capital loss carryforward). 8.4 The Trust Funds shall have received a favorable an opinion of Xxxxxxxx & Worcester LLP Xxxxxx Price P.C. addressed to the Acquiring Fund and the Selling Acquired Fund substantially to the effect that, that for federal income tax purposes, and while the matter is not entirely free from doubt: (a) The transfer of all of the Selling Acquired Fund’s assets to the Acquiring Fund assets in exchange solely for the Acquiring Fund Shares and the assumption by the Acquiring Fund of all the liabilities of the Selling Acquired Fund immediately followed by the pro rata, by class, distribution to the Acquired Fund Shareholders of all the Acquiring Fund Shares to received by the Selling Acquired Fund Shareholders in dissolution and complete liquidation of the Selling Acquired Fund will constitute a “reorganization” within the meaning of Section 368(a)(1)(C368(a) of the Code, Code and the Acquiring Fund and the Selling Acquired Fund will each be a “party to a reorganization,” within the meaning of Section 368(b) of the Code, with respect to the Reorganization. (b) No gain or loss will be recognized by the Acquiring Fund upon the receipt of all the assets of the Selling Acquired Fund solely in exchange for the Acquiring Fund Shares and the assumption by the Acquiring Fund of all the liabilities of the Selling Acquired Fund. (c) No gain or loss will be recognized by the Selling Acquired Fund upon the transfer of all the Selling Fund Acquired Fund’s assets to the Acquiring Fund solely in exchange for the Acquiring Fund Shares and the assumption by the Acquiring Fund of all the liabilities of the Selling Acquired Fund or upon the distribution (whether actual or constructive) of the such Acquiring Fund Shares to Selling the Acquired Fund Shareholders solely in exchange for their such shareholders’ shares of the Selling Acquired Fund in complete liquidation of the Acquired Fund. (d) No gain or loss will be recognized by the Selling Acquired Fund Shareholders upon the exchange of their Selling Acquired Fund shares solely for the Acquiring Fund Shares in liquidation of the Selling FundReorganization. (e) The aggregate tax basis for of the Acquiring Fund Shares received by each Selling Acquired Fund Shareholder pursuant to the Reorganization will be the same as the aggregate tax basis of the Selling Acquired Fund shares held exchanged therefor by such Shareholder immediately prior to the Closing, and the shareholder. The holding period of the Acquiring Fund Shares received by each Selling Acquired Fund Shareholder will include the period during which the Selling Acquired Fund shares exchanged therefor were held by such Shareholder (shareholder, provided the Selling such Acquired Fund shares were are held as capital assets on at the date time of the Closing)Reorganization. (f) The tax basis of the Selling Fund Acquired Fund’s assets acquired by transferred to the Acquiring Fund will be the same as the tax basis of such assets to the Selling Acquired Fund immediately prior to before the Closing, and the Reorganization. The holding period of the assets of the Selling Acquired Fund in the hands of the Acquiring Fund will include the period during which those assets were held by the Selling Acquired Fund. No opinion will be expressed as to (1) the effect of the Reorganization on the Acquired Fund, the Acquiring Fund or any Acquired Fund Shareholder with respect to any asset (including without limitation any stock held in a passive foreign investment company as defined in Section 1297(a) of the Code) 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 on the termination thereof) or (ii) upon the transfer of such asset regardless of whether such transfer would otherwise be a non-taxable transaction under the Code or (2) any other federal tax issues (except those set forth above) and all state, local or foreign tax issues of any kind. Such opinion shall be based on customary assumptions and such representations as Xxxxxx Price P.C. may reasonably request of the Funds, and the Acquired Fund and the Acquiring Fund will cooperate to make and certify the accuracy of such representations. Notwithstanding anything herein to the contrary, neither the Acquiring Fund nor the Acquired Fund may waive the conditions set forth in this Section 8.3.