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

FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE FUNDS. If any of the conditions set forth below do not exist on or before the Closing Date with respect to either Fund, the other Fund shall, at its option, not be required to consummate the transactions contemplated by this Agreement. 7.1 On the Closing Date, no action, suit or other proceeding shall be 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 hereby. 7.2 All 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 and securities authorities) deemed necessary by either Fund to permit consummation, in all material respects, 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 either Fund, provided that either party hereto may for itself waive any of such conditions. 7.3 The Registration Statement shall have become effective, no stop orders suspending the effectiveness thereof shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the 0000 Xxx. 7.4 The parties shall have received an opinion (“Tax Opinion”) of Xxxxxx Price P.C. (“Counsel”) substantially to the effect that, based on the facts and assumptions stated therein and conditioned on consummation of the Reorganization in accordance with this Agreement, for federal income tax purposes: (a) The Acquiring Fund’s acquisition of all the Assets in exchange solely for Acquiring Fund Shares and the assumption by the Acquiring Fund of all the Liabilities, followed by the Acquired Fund’s pro rata distribution of those shares, to the Acquired Fund Shareholders in exchange for their Acquired Fund Shares in complete liquidation of the Acquired Fund, will qualify as a “reorganization” within the meaning of section 368(a)(1)(F) of the Code, and each Fund will be “a party to a reorganization” within the meaning of section 368(b) of the Code, with respect to the Reorganization; (b) The Acquired Fund will recognize no gain or loss on the transfer of all the Assets to the Acquiring Fund in exchange solely for Acquiring Fund Shares and the Acquiring Fund’s assumption of all the Liabilities or on the subsequent distribution (whether actual or constructive) of those shares to the Acquired Fund Shareholders solely in exchange for their Acquired Fund Shares in complete liquidation of the Acquired Fund; (c) The Acquiring Fund will recognize no gain or loss on its receipt of all the Assets in exchange solely for Acquiring Fund Shares and its assumption of all the Liabilities; (d) The Acquiring Fund’s basis in the Assets will be the same as the Acquired Fund’s basis therein immediately before the Reorganization, and the Acquiring Fund’s holding period for the Assets will include the Acquired Fund’s holding period therefor; (e) A Beneficial Shareholder will recognize no gain or loss on the actual or constructive exchange of all its Acquired Fund Shares solely for Acquiring Fund Shares pursuant to the Reorganization; (f) A Beneficial Shareholder’s aggregate basis in the Acquiring Fund Shares it receives pursuant to the Reorganization will be the same as the aggregate basis in its Acquired Fund Shares it surrenders in exchange for those Acquiring Fund Shares, and its holding period for those Acquiring Fund Shares will include its holding period for those Acquired Fund Shares, provided the shareholder held the Acquired Fund Shares as capital assets at the time of the Reorganization; and (g) The taxable year of the Acquired Fund will not end as a result of the Reorganization. The part of the taxable year of the Acquired Fund before the Reorganization and the part of the taxable year of the Acquiring Fund after the Reorganization will constitute a single taxable year of the Acquiring Fund. The Tax Opinion shall be based on customary assumptions and such representations as Counsel 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. In rendering the Tax Opinion, Counsel also may rely without independent verification, on the representations and warranties made in this Agreement (without regard to paragraph 10.1), which Counsel may treat as representations and warranties made to it, and the certificates delivered pursuant to paragraphs 5.3 and 6.2. Notwithstanding the foregoing, the Tax Opinion will state that no opinion is expressed as to the effect of the Reorganization on the Funds or any Beneficial Shareholder with respect to (1) any Asset as to which any unrealized gain or loss is required to be recognized for federal income tax purposes on the transfer thereof under a xxxx-to-market system of accounting or (2) any other federal tax issues (except those set forth above) and all state, local or foreign tax issues of any kind. Notwithstanding anything herein to the contrary, neither the Acquiring Fund nor the Acquired Fund may waive the conditions set forth in this paragraph 7.4.

FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE FUNDS. If any of the conditions set forth below do not exist on or before the Closing Date with respect to either any Fund, the other corresponding Fund shall, at its option, not be required to consummate the transactions contemplated by this Agreement. 7.1 On the Closing Date, no action, suit or other proceeding shall be 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 hereby. 7.2 All consents of other parties and all other consents, orders and permits of federalFederal, state and local regulatory authorities (including those of the Commission and of state Blue Sky and securities authorities) deemed necessary by either Fund the Predecessor Trust or the Successor Trust to permit consummation, in all material respects, 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 either any Fund, provided that either party hereto may for itself waive any of such conditions. 7.3 The Registration Statement shall have become effective, no stop orders suspending the effectiveness thereof shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the 0000 Xxx. 7.4 The parties shall have received an opinion (“"Tax Opinion”") of Xxxxxx Price P.C. Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP (“"Counsel”") substantially to the effect that, based on the facts facts, representations and assumptions stated therein and conditioned on consummation of the Reorganization in accordance with this Agreement, for federal Federal income tax purposes: : (a) The Acquiring Fund’s 's acquisition of all the Assets in exchange solely for Acquiring Fund Shares and the assumption by the Acquiring Fund of all the Liabilities, followed by the Acquired Fund’s pro rata 's distribution of those shares, shares to the Acquired Fund Shareholders in exchange for their Acquired Fund Shares in complete liquidation of the Acquired FundShares, will qualify as a “"reorganization” " within the meaning of section 368(a)(1)(F368(a) of the Code, and each Fund will be “"a party to a reorganization” " within the meaning of section 368(b) of the Code, with respect to the Reorganization; ; (b) The Acquired Fund will recognize no gain or loss on the transfer of all the Assets to the Acquiring Fund in exchange solely for Acquiring Fund Shares and the Acquiring Fund’s 's assumption of all the Liabilities or on the subsequent distribution (whether actual or constructive) of those shares to the Acquired Fund Shareholders solely in exchange for their Acquired Fund Shares in complete liquidation of the Acquired Fund; Shares; (c) The Acquiring Fund will recognize no gain or loss on its receipt of all the Assets in exchange solely for Acquiring Fund Shares and its assumption of all the Liabilities; ; (d) The Acquiring Fund’s 's tax basis in the Assets will be the same as the Acquired Fund’s 's tax basis therein immediately before the Reorganization, and the Acquiring Fund’s 's holding period for the Assets will include the Acquired Fund’s 's holding period therefor; ; (e) A Beneficial Shareholder will recognize no gain or loss on the actual or constructive exchange of all its Acquired Fund Shares solely for Acquiring Fund Shares pursuant to the Reorganization; ; (f) A Beneficial Shareholder’s 's aggregate tax basis in the Acquiring Fund Shares it receives pursuant to the Reorganization will be the same as the aggregate tax basis in its Acquired Fund Shares it surrenders in exchange for those Acquiring Fund Shares, and its holding period for those Acquiring Fund Shares will include its holding period for those Acquired Fund Shares, Shares (provided the shareholder held the Acquired Fund Shares them as capital assets at on the time of the ReorganizationClosing Date); and and (g) The taxable year Reorganization will be "a reorganization described in subparagraph (F) of section 368(a)(1)" within the meaning of Section 381(b) of the Acquired Fund will not end as a result of the Reorganization. The part of the taxable year of the Acquired Fund before the Reorganization and the part of the taxable year of the Acquiring Fund after the Reorganization will constitute a single taxable year of the Acquiring Fund. The Tax Opinion shall be based on customary assumptions and such representations as Counsel may reasonably request of the Funds, and the Acquired Fund and the Acquiring Fund will cooperate to make and certify the accuracy of such representationsCode. In rendering the Tax Opinion, Counsel also may rely as to factual matters, exclusively and without independent verification, on the representations and warranties made in this Agreement (without regard to paragraph 10.1)Agreement, which Counsel may treat as representations and warranties made to it, and on separate letters addressed to Counsel and the certificates delivered pursuant to paragraphs 5.3 and 6.2. Notwithstanding the foregoing, the Tax Opinion will state that no opinion is expressed as to the effect of the Reorganization on the Funds or any Beneficial Shareholder with respect to (1) any Asset as to which any unrealized gain or loss is required to be recognized for federal income tax purposes on the transfer thereof under a xxxx-to-market system of accounting or (2) any other federal tax issues (except those set forth above) and all state, local or foreign tax issues of any kind. Notwithstanding anything herein to the contrary, neither the Acquiring Fund nor the Acquired Fund may waive the conditions set forth in this paragraph 7.48.

FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE FUNDS. If any of the conditions set forth below do not exist on or before the Closing Date with respect to either Fund, the other Fund shall, at its option, not be required to consummate the transactions contemplated by this Agreement. 7.1 On As of the Closing DateClosing, no action, suit or other proceeding shall be 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 hereby. 7.2 All 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 and securities authorities) deemed necessary by either Fund to permit consummation, in all material respects, 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 either Fund, provided that either party hereto may for itself waive any of such conditions. 7.3 The Registration Statement shall have become effective, no stop orders suspending the effectiveness thereof shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the 0000 Xxx. 7.4 The parties shall have received an opinion (“Tax Opinion”) of Xxxxxx Price P.C. (“Counsel”) substantially to the effect that, based on the facts facts, representations and assumptions stated therein and conditioned on consummation of the Reorganization in accordance with this Agreement, for federal income tax purposes: (a) The Acquiring Successor Fund’s acquisition of all the Assets in exchange solely for Acquiring Successor Fund Shares and the assumption by the Acquiring Successor Fund of all the Liabilities, immediately followed by the Acquired Predecessor Fund’s pro rata distribution distribution, by class, of those shares, to the Acquired Predecessor Fund Shareholders in exchange for their Acquired Predecessor Fund Shares in complete liquidation of the Acquired FundPredecessor Fund and the termination of the Predecessor Fund as soon as possible thereafter, will qualify as a “reorganization” within the meaning of section 368(a)(1)(F368(a)(1) of the Code, and each Fund will be “a party to a reorganization” within the meaning of section 368(b) of the Code, with respect to the Reorganization; (b) The Acquired Predecessor Fund will recognize no gain or loss on the transfer of all the Assets to the Acquiring Successor Fund in exchange solely for Acquiring Successor Fund Shares and the Acquiring Successor Fund’s assumption of all the Liabilities or on the subsequent distribution (whether actual or constructive) of those shares to the Acquired Predecessor Fund Shareholders solely in exchange for their Acquired Predecessor Fund Shares in complete liquidation of the Acquired Predecessor Fund; (c) The Acquiring Successor Fund will recognize no gain or loss on its receipt of all the Assets in exchange solely for Acquiring Successor Fund Shares and its assumption of all the Liabilities; (d) The Acquiring Successor Fund’s basis in the Assets will be the same as the Acquired Predecessor Fund’s basis therein immediately before the effective time of the Reorganization, and the Acquiring Successor Fund’s holding period for the Assets will include the Acquired Predecessor Fund’s holding period therefor; (e) A Beneficial Predecessor Fund Shareholder will recognize no gain or loss on the actual or constructive exchange of all its Acquired Predecessor Fund Shares solely for Acquiring Successor Fund Shares pursuant to the Reorganization;; and (f) A Beneficial Predecessor Fund Shareholder’s aggregate basis in the Acquiring Successor Fund Shares it receives pursuant to the Reorganization will be the same as the aggregate basis in its Acquired Predecessor Fund Shares it surrenders in exchange for those Acquiring Successor Fund Shares, and its holding period for those Acquiring Successor Fund Shares will include its holding period for those Acquired Predecessor Fund Shares, provided the shareholder held the Acquired Predecessor Fund Shares as capital assets at the effective time of the Reorganization; and. (g) The taxable year of the Acquired Fund will not end as a result of the Reorganization. The part of the taxable year of the Acquired Fund before the Reorganization and the part of the taxable year of the Acquiring Fund after the Reorganization will constitute a single taxable year of the Acquiring Fund. The Tax Opinion shall be based on customary assumptions and limitations and such representations as Counsel may reasonably request of the Funds, and the Acquired Predecessor Fund and the Acquiring Successor Fund will cooperate to make and certify the accuracy of such representations. In rendering the Tax Opinion, Counsel also may rely without independent verification, on the representations and warranties made in this Agreement (without regard to paragraph 10.1), which Counsel may treat as representations and warranties made to it, and the certificates delivered pursuant to paragraphs 5.3 and 6.2. Notwithstanding the foregoing, the Tax Opinion No opinion will state that no opinion is be expressed as to (1) the effect of the Reorganization on the Funds or any Beneficial Predecessor Fund Shareholder with respect to any asset (1including, without limitation, any stock held in a passive foreign investment company as defined in section 1297(a) any Asset 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 on the termination thereof) or (ii) upon the transfer thereof of such asset regardless of whether such transfer would otherwise be a non-taxable transaction under a xxxx-to-market system of accounting 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. Notwithstanding anything herein to the contrary, neither the Acquiring Successor Fund nor the Acquired Predecessor Fund may waive the conditions set forth in this paragraph 7.4.

FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE FUNDS. If any of the conditions set forth below do does not exist on or before the Closing Date with respect to either Fund, the other Fund shall, at its option, not be required to consummate the transactions contemplated by this Agreement. 7.1 8.1 This Agreement and the transactions contemplated hereby shall have been approved by the requisite vote of the holders of the outstanding shares of the Acquired Fund in accordance with the provisions of the Articles. 8.2 On the Closing Date, no action, suit or other proceeding shall be 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 hereby. 7.2 8.3 All consents of other parties and all other consents, orders and permits of federalFederal, state and local regulatory authorities (including those of the Commission and of state Blue Sky and securities authorities) deemed necessary by either Fund to permit consummation, in all material respects, 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 either Fund, provided that either party hereto may for itself waive any of such conditions. 7.3 8.4 The Registration Statement shall have become effectiveeffective under the 1933 Act, no stop orders suspending the effectiveness thereof shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the 0000 Xxx1933 Act. 7.4 0.0 Xxx relief requested by the Exemptive Application shall have been granted in form and substance reasonably satisfactory to the counsel for each Fund. 8.6 The Acquired Fund shall have declared a dividend or dividends that, together with all previous dividends, shall have the effect of distributing to the Acquired Fund's shareholders all of (a) the Acquired Fund's investment company taxable income (computed without regard to any deduction for dividends paid) for all taxable years or periods ending on or prior to the Closing Date and (b) its net capital gain realized in all such years or periods (after reduction for any capital loss carry forward). 8.7 The parties shall have received an opinion (“"Tax Opinion”") of Xxxxxx Price P.C. Kirkpatrick & Lockhart XXX (“Counsel”"Xxxxxel") substantially xxxxxxntially to the effect that, based on the facts and assumptions stated therein and conditioned on consummation of the Reorganization in accordance with this Agreement, for federal Federal income tax purposes: (a) The Acquiring Fund’s 's acquisition of all the Assets in exchange solely for Acquiring Fund Shares and the assumption by the Acquiring Fund of all the Liabilities, followed by the Acquired Fund’s pro rata 's distribution of those shares, shares PRO RATA to the Acquired Fund Shareholders constructively in exchange for their Acquired Fund Shares in complete liquidation of the Acquired FundShares, will qualify as a “"reorganization” " within the meaning of section 368(a)(1)(F368(a)(1)(C) of the Code, and each Fund will be “"a party to a reorganization” " within the meaning of section 368(b) of the Code, with respect to the Reorganization; (b) The Acquired Fund will recognize no gain or loss on the transfer of all the Assets to the Acquiring Fund in exchange solely for Acquiring Fund Shares and the Acquiring Fund’s 's assumption of all the Liabilities or on the subsequent distribution (whether actual or constructive) of those shares to the Acquired Fund Shareholders solely in exchange for their Acquired Fund Shares in complete liquidation of the Acquired FundShares; (c) The Acquiring Fund will recognize no gain or loss on its receipt of all the Assets in exchange solely for Acquiring Fund Shares and its assumption of all the Liabilities; (d) The Acquiring Fund’s 's tax basis in the Assets will be the same as the Acquired Fund’s 's tax basis therein immediately before the Reorganization, and the Acquiring Fund’s 's holding period for the Assets will include the Acquired Fund’s 's holding period therefor; (e) A Beneficial Shareholder will recognize no gain or loss on the actual or constructive exchange of all its Acquired Fund Shares solely for Acquiring Fund Shares pursuant to the Reorganization;; and (f) A Beneficial Shareholder’s 's aggregate tax basis in the Acquiring Fund Shares it receives pursuant to the Reorganization will be the same as the aggregate tax basis in its Acquired Fund Shares it surrenders in exchange for those Acquiring Fund Shares, and its holding period for those Acquiring Fund Shares will include its holding period for those Acquired Fund Shares, Shares (provided the shareholder held the Acquired Fund Shares them as capital assets at the time of the Reorganization; and (g) The taxable year of the Acquired Fund will not end as a result of the Reorganization. The part of the taxable year of the Acquired Fund before the Reorganization and the part of the taxable year of the Acquiring Fund after the Reorganization will constitute a single taxable year of the Acquiring Fund. The Tax Opinion shall be based on customary assumptions and such representations as Counsel 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. In rendering the Tax Opinion, Counsel also may rely without independent verification, on the representations and warranties made in this Agreement (without regard to paragraph 10.1Closing Date), which Counsel may treat as representations and warranties made to it, and the certificates delivered pursuant to paragraphs 5.3 and 6.2. Notwithstanding the foregoing, the Tax Opinion will state that no opinion is expressed as to the effect of the Reorganization on the Funds or any Beneficial Shareholder with respect to (1) any Asset as to which any unrealized gain or loss is required to be recognized for federal income tax purposes on the transfer thereof under a xxxx-to-market system of accounting or (2) any other federal tax issues (except those set forth above) and all state, local or foreign tax issues of any kind. Notwithstanding anything herein to the contrary, neither the Acquiring Fund nor the Acquired Fund may waive the conditions set forth in this paragraph 7.4.

FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE FUNDS. If any of the conditions set forth below do does not exist on or before the Closing Date with respect to either Fund, the other Fund shall, at its option, not be required to consummate the transactions contemplated by this Agreement. 7.1 8.1 This Agreement and the transactions contemplated hereby shall have been approved by the requisite vote of the holders of the outstanding shares of the Acquired Fund in accordance with the provisions of the Trust Instrument. 8.2 On the Closing Date, no action, suit or other proceeding shall be 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 hereby. 7.2 8.3 All consents of other parties and all other consents, orders and permits of federalFederal, state and local regulatory authorities (including those of the Commission and of state Blue Sky and securities authorities) deemed necessary by either Fund to permit consummation, in all material respects, 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 either Fund, provided that either party hereto may for itself waive any of such conditions. 7.3 8.4 The Registration Statement shall have become effectiveeffective under the 1933 Act, no stop orders suspending the effectiveness thereof shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the 0000 Xxx1933 Act. 7.4 0.0 The relief requested by the Exemptive Application shall have been granted in form and substance reasonably satisfactory to the counsel for each Fund. 8.6 The Acquired Fund shall have declared a dividend or dividends that, together with all previous dividends, shall have the effect of distributing to the Acquired Fund's shareholders all of (a) the Acquired Fund's investment company taxable income (computed without regard to any deduction for dividends paid) for all taxable years or periods ending on or prior to the Closing Date, (b) the excess of its 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 such years or periods and (c) its net capital gain realized in all such years or periods (after reduction for any capital loss carry forward). 8.7 The parties shall have received an opinion (“"Tax Opinion”") of Xxxxxx Price P.C. Kirkpatrick & Lockhart XXX (“Counsel”"Xxxxsel") substantially xxxxxantially to the effect that, based on the facts and assumptions stated therein and conditioned on consummation of the Reorganization in accordance with this Agreement, for federal Federal income tax purposes: (a) The Acquiring Fund’s 's acquisition of all the Assets in exchange solely for Acquiring Fund Shares and the assumption by the Acquiring Fund of all the Liabilities, followed by the Acquired Fund’s pro rata 's distribution of those shares, shares PRO RATA to the Acquired Fund Shareholders constructively in exchange for their Acquired Fund Shares in complete liquidation of the Acquired FundShares, will qualify as a “"reorganization” " within the meaning of section 368(a)(1)(F368(a)(1)(C) of the Code, and each Fund will be “"a party to a reorganization” " within the meaning of section 368(b) of the Code, with respect to the Reorganization; (b) The Acquired Fund will recognize no gain or loss on the transfer of all the Assets to the Acquiring Fund in exchange solely for Acquiring Fund Shares and the Acquiring Fund’s 's assumption of all the Liabilities or on the subsequent distribution (whether actual or constructive) of those shares to the Acquired Fund Shareholders solely in exchange for their Acquired Fund Shares in complete liquidation of the Acquired FundShares; (c) The Acquiring Fund will recognize no gain or loss on its receipt of all the Assets in exchange solely for Acquiring Fund Shares and its assumption of all the Liabilities; (d) The Acquiring Fund’s 's tax basis in the Assets will be the same as the Acquired Fund’s 's tax basis therein immediately before the Reorganization, and the Acquiring Fund’s 's holding period for the Assets will include the Acquired Fund’s 's holding period therefor; (e) A Beneficial Shareholder will recognize no gain or loss on the actual or constructive exchange of all its Acquired Fund Shares solely for Acquiring Fund Shares pursuant to the Reorganization;; and (f) A Beneficial Shareholder’s 's aggregate tax basis in the Acquiring Fund Shares it receives pursuant to the Reorganization will be the same as the aggregate tax basis in its Acquired Fund Shares it surrenders in exchange for those Acquiring Fund Shares, and its holding period for those Acquiring Fund Shares will include its holding period for those Acquired Fund Shares, Shares (provided the shareholder held the Acquired Fund Shares them as capital assets at the time of the Reorganization; and (g) The taxable year of the Acquired Fund will not end as a result of the Reorganization. The part of the taxable year of the Acquired Fund before the Reorganization and the part of the taxable year of the Acquiring Fund after the Reorganization will constitute a single taxable year of the Acquiring Fund. The Tax Opinion shall be based on customary assumptions and such representations as Counsel 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. In rendering the Tax Opinion, Counsel also may rely without independent verification, on the representations and warranties made in this Agreement (without regard to paragraph 10.1Closing Date), which Counsel may treat as representations and warranties made to it, and the certificates delivered pursuant to paragraphs 5.3 and 6.2. Notwithstanding the foregoing, the Tax Opinion will state that no opinion is expressed as to the effect of the Reorganization on the Funds or any Beneficial Shareholder with respect to (1) any Asset as to which any unrealized gain or loss is required to be recognized for federal income tax purposes on the transfer thereof under a xxxx-to-market system of accounting or (2) any other federal tax issues (except those set forth above) and all state, local or foreign tax issues of any kind. Notwithstanding anything herein to the contrary, neither the Acquiring Fund nor the Acquired Fund may waive the conditions set forth in this paragraph 7.4.