Common use of FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS Clause in Contracts

FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS. of the Acquiring Fund and the Acquired Fund If any of the conditions set forth below do not exist on or before the Closing Date with respect to the Funds, the Aberdeen Trust shall not be required to consummate the transactions contemplated by this Agreement. 7.1. The Board of Trustees of the Aberdeen Trust, including a majority of the trustees who are not "interested persons" of the Aberdeen Trust (as defined by the 1940 Act), shall have determined that this Agreement and the transactions contemplated hereby are in the best interests of each Fund and that the interests of the shareholders in each Fund would not be diluted as a result of such transactions. 7.2. 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 herein. 7.3. 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, including "no-action" positions of and exemptive orders from such federal and state authorities) deemed necessary by the Aberdeen 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 the Acquiring Fund or the Acquired Fund. 7.4. The Aberdeen Trust shall have received on the Closing Date an opinion of Xxxxxxx Xxxx & Xxxxxxxxx LLP, addressed to, and in form and substance reasonably satisfactory to, the Acquired Fund and the Acquiring Fund and dated as of the Closing Date, substantially to the effect that for U.S. federal income tax purposes: (a) The transfer of all of the Acquired Fund's assets to the Acquiring Fund in exchange for the Acquiring Fund Shares and the assumption by the Acquiring Fund of the liabilities of the Acquired Fund, followed by the distribution by the Acquired Fund of such Acquiring Fund Shares to shareholders of the Acquired Fund in complete liquidation of the Acquired Fund, all pursuant to the Agreement, will constitute a "reorganization" within the meaning of Section 368(a) of the Code, and the Acquiring Fund and the Acquired 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 on the receipt of the assets of the Acquired Fund solely in exchange for the Acquiring Fund Shares and the assumption by the Acquiring Fund of the liabilities of the Acquired Fund; (c) except for gain or loss regularly attributable to the termination of the Acquired Fund's taxable year, no gain or loss will be recognized by the Acquired Fund upon the transfer of the Acquired Fund's assets to the Acquiring Fund in exchange for the Acquiring Fund Shares and the assumption by the Acquiring Fund of the liabilities of the Acquired Fund or upon the distribution of the Acquiring Fund Shares to the Acquired Fund's shareholders in exchange for their shares of the Acquired Fund; (d) no gain or loss will be recognized by shareholders of the Acquired Fund upon the exchange of their Acquired Fund shares of beneficial interest for the Acquiring Fund Shares or upon the assumption by the Acquiring Fund of the liabilities of the Acquired Fund; (e) the aggregate tax basis of the Acquiring Fund Shares received by each of the Acquired Fund's shareholders pursuant to the Reorganization will be the same as the aggregate tax basis of the Acquired Fund shares of beneficial interest held by such shareholder immediately prior to the Reorganization, and the holding period of the Acquiring Fund Shares to be received by each Acquired Fund shareholder will include the period during which the Acquired Fund shares of beneficial interest exchanged therefor were held by such shareholder (provided that such Acquired Fund shares of beneficial interest were held as capital assets on the date of the Reorganization); and (f) except for assets which may be marked to market for federal income tax purposes as a consequence of a termination of the Acquired Fund's taxable year, the tax basis of the Acquired Fund's assets acquired by the Acquiring Fund will be the same as the tax basis of such assets to the Acquired Fund immediately prior to the Reorganization and the holding period of the assets of the Acquired Fund in the hands of the Acquiring Fund will include the period during which those assets were held by the Acquired Fund. The delivery of such opinion is conditioned upon the receipt by Xxxxxxx Xxxx & Xxxxxxxxx LLP of representations it shall request of the Aberdeen Trust. 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. 8.

FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS. of the Acquiring Fund and the Acquired Fund If any of the conditions set forth below do not exist on or before the Closing Date with respect to the FundsAcquiring Fund, the Aberdeen Trust shall Acquired Fund shall, and if any of such conditions do not exist on or before the Closing Date with respect to the Acquired Fund, the Acquiring Fund shall, at their respective option, not be required to consummate the transactions contemplated by this Agreement. 7.18.1. The Board of Trustees of the Aberdeen Trust, including a majority of the trustees who are not "interested persons" of the Aberdeen Trust (as defined by the 1940 Act), shall have determined that this Agreement and the transactions contemplated hereby are in herein shall have been approved by the best interests of each Fund and that the interests requisite vote of the shareholders holders of the outstanding shares of the Acquired Fund in each Fund would not be diluted as a result accordance with the provisions of the Trust's Agreement and Declaration of Trust and applicable law and certified copies of the votes evidencing such transactionsapproval shall have been delivered to the Acquiring Fund. 7.28.2. 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 herein. 7.38.3. 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, including "no-action" positions of and exemptive orders from such federal and state authorities) deemed necessary by the Aberdeen Trust Acquiring Fund or the Acquired 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 the Acquiring Fund or the Acquired Fund, provided that either party hereto may for itself waive any of such conditions. 7.48.4. The Aberdeen Trust N-14 Registration Statement and the Acquiring Fund Registration Statement shall each have become or be effective under the 1933 Act and 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. 8.5. The parties shall have received on the Closing Date an a favorable opinion of Xxxxxxx Xxxx & Xxxxxxxxx LLPXxxxxxxxx, addressed to, and in form and substance reasonably satisfactory to, the Acquired Fund and the Acquiring Fund and dated as of the Closing DateFund, substantially to the effect that for U.S. federal Federal income tax purposes: (a) The transfer of all of the Acquired Fund's assets to the Acquiring Fund in exchange for the Acquiring Fund Shares and the assumption by the Acquiring Fund of the liabilities of the Acquired Fund, followed by and the distribution by the Acquired Fund of such Acquiring Fund Shares to shareholders of the Acquired Fund in complete liquidation exchange for their shares of the Acquired Fund, all pursuant to the Agreement, will constitute a "reorganization" within the meaning of Section 368(a) of the Code, and the Acquiring Fund and the Acquired 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 on the receipt of the assets of the Acquired Fund solely in exchange for the Acquiring Fund Shares and the assumption by the Acquiring Fund of the liabilities of the Acquired Fund; (c) except for gain or loss regularly attributable to the termination of the Acquired Fund's taxable year, no gain or loss will be recognized by the Acquired Fund upon the transfer of the Acquired Fund's assets to the Acquiring Fund in exchange for the Acquiring Fund Shares and the assumption by the Acquiring Fund of the liabilities of the Acquired Fund or upon the distribution of the Acquiring Fund Shares to the Acquired Fund's shareholders in exchange for their shares of the Acquired Fund; (d) no gain or loss will be recognized by shareholders of the Acquired Fund upon the exchange of their Acquired Fund shares of beneficial interest for the Acquiring Fund Shares or upon the assumption by the Acquiring Fund of the liabilities of the Acquired Fund; (e) the aggregate tax basis of the Acquiring Fund Shares received by each of the Acquired Fund's shareholders pursuant to the Reorganization will be the same as the aggregate tax basis of the Acquired Fund shares of beneficial interest Shares held by such shareholder immediately prior to the Reorganization, and the holding period of the Acquiring Fund Shares to be received by each Acquired Fund shareholder will include the period during which the Acquired Fund shares of beneficial interest Shares exchanged therefor were held by such shareholder (provided that such Acquired Fund shares of beneficial interest Shares were held as capital assets on the date of the Reorganization); and (f) except for assets which may be marked to market for federal income tax purposes revalued as a consequence of a termination of the Acquired Fund's taxable year, the tax basis of the Acquired Fund's assets acquired by the Acquiring Fund will be the same as the tax basis of such assets to the Acquired Fund immediately prior to the Reorganization and the holding period of the assets of the Acquired Fund in the hands of the Acquiring Fund will include the period during which those assets were held by the Acquired Fund. The delivery of such opinion is conditioned upon the receipt by Xxxxxxx Xxxx & Xxxxxxxxx LLP of representations it shall request of the Aberdeen Trust. Notwithstanding anything herein to the contrary, neither the Acquiring Fund nor the Acquired Fund may waive the conditions set forth in this paragraph 7.48.5. 89.

FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS. of the Acquiring Fund and the Acquired Fund If any of the conditions set forth below do not exist on or before the Closing Date with respect to the FundsAcquiring Fund, the Aberdeen Trust, on behalf of the Acquired Fund, shall, and if any of such conditions do not exist on or before the Closing Date with respect to the Trust shall or the Acquired Fund, the Acquiring Fund shall, at their respective option, not be required to consummate the transactions contemplated by this Agreement. 7.1a) The Agreement and the transactions contemplated herein shall have been approved by the requisite vote of the holders of the outstanding shares of beneficial interest of the Acquired Fund in accordance with the provisions of the Trust's Declaration of Trust, as amended, and applicable law and certified copies of the votes evidencing such approval shall have been delivered to the Acquiring Fund. b) The Board of Trustees of the Aberdeen Trust, including a majority of the trustees who are not "interested persons" of the Aberdeen Trust (as defined by the 1940 Act), shall have determined that this Agreement and the transactions contemplated hereby are in the best interests of each the Acquired Fund and that the interests of the shareholders in each the Acquired Fund would not be diluted as a result of such transactions. 7.2c) The Board of Directors of the Acquiring Fund, including a majority of the directors who are not "interested persons" of the Acquiring Fund (as defined by the 1940 Act), shall have determined that this Agreement and the transactions contemplated hereby are in the best interests of the Acquiring Fund and that the interests of the shareholders in the Acquiring Fund would not be diluted as a result of such transactions. d) 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 herein. 7.3. e) 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, including "no-action" positions of and exemptive orders from such federal and state authorities) deemed necessary by the Aberdeen Trust or the Acquiring 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 the Acquiring Acquired Fund or the Acquired Acquiring Fund, provided that either party hereto may for itself waive any of such conditions. 7.4f) The N-14 Registration Statement and the prospectuses and statement of additional information filed as part of the Acquiring Fund's registration statement on Form N-1A shall each have become or be effective under the 1933 Act and 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. g) The Aberdeen Trust and the Acquiring Fund shall have received on the Closing Date an opinion of Xxxxxxx Xxxx & Xxxxxxxxx LLP, addressed to, and in form and substance reasonably satisfactory to, the Acquired Fund Trust and the Acquiring Fund and dated as of the Closing Date, substantially to the effect that for U.S. federal income tax purposes: (a) The transfer acquisition by the Acquiring Fund of all of the assets of the Acquired Fund's assets to the Acquiring Fund solely in exchange for the Acquiring Fund Shares and the assumption by the Acquiring Fund of the liabilities of the Acquired Fund, followed by the distribution by the Acquired Fund of such Acquiring Fund Shares to shareholders of the Acquired Fund in complete liquidation of the Acquired Fund, all pursuant to the Agreement, will constitute a "reorganization" within the meaning of Section 368(a) of the Code, and the Acquiring Fund and the Acquired Fund will each be a "party to a reorganization" within the meaning of Section 368(b) of the Code; (bUnder Sections 361 and 357(a) no of the Code, the Acquired Fund will not recognize gain or loss will be recognized by upon the transfer of its assets to Acquiring Fund on the receipt of the assets of the Acquired Fund solely in exchange for the Acquiring Fund Shares and the assumption by the Acquiring Fund of the liabilities all of Acquired Fund's liabilities, and the Acquired Fund; (c) except for Fund will not recognize gain or loss regularly attributable to the termination of the Acquired Fund's taxable year, no gain or loss will be recognized by the Acquired Fund upon the transfer of the Acquired Fund's assets to the Acquiring Fund in exchange for the Acquiring Fund Shares and the assumption by the Acquiring Fund of the liabilities of the Acquired Fund or upon the distribution of the Acquiring Fund Shares to the Acquired Fund's shareholders in exchange liquidation of the Acquired Fund, except for their shares (A) any gain or loss that may be recognized on "section 1256 contracts" as defined in Section 1256(b) of the Code as a result of the closing of the tax year of the Acquired Fund, (B) any gain that may be recognized on the transfer of stock in a "passive foreign investment company" as defined in Section 1297(a) of the Code, and (C) any other gain or loss that may be required to be recognized as a result of the closing of the tax year of the Acquired Fund; (d) no gain or loss will be recognized by Under Section 354 of the Code, shareholders of the Acquired Fund upon will not recognize gain or loss on the receipt of Acquiring Fund Shares solely in exchange of for their Acquired Fund shares of beneficial interest for the Acquiring Fund Shares or upon the assumption by the Acquiring Fund shares; Under Section 358 of the liabilities of the Acquired Fund; (e) Code, the aggregate tax basis of the Acquiring Fund Shares received by each of the Acquired Fund's shareholders pursuant to the Reorganization will be the same as the aggregate tax basis of the Acquired Fund shares Shares exchanged therefor; Under Section 1223(1) of beneficial interest held by such shareholder immediately prior to the ReorganizationCode, and the holding period of the Acquiring Fund Shares to be received by each Acquired Fund shareholder will include the period during which the Acquired Fund shares of beneficial interest Shares exchanged therefor were held by such shareholder (shareholder, provided that such the shareholder held the Acquired Fund shares Shares at the time of beneficial interest the Reorganization as capital assets; Under Section 1223(1) of the Code, the holding period of the Acquiring Fund Shares to be received by each Acquired Fund shareholder will include the period during which the Acquired Fund Shares exchanged therefor were held by such shareholder, provided that the shareholder held the Acquired Fund Shares at the time of the Reorganization as capital assets on the date assets; Under Section 362(b) of the Reorganization); and (f) except for Code, the basis of the assets which may be marked to market for federal income tax purposes as a consequence of a termination of the Acquired Fund's taxable year, the tax basis of the Acquired Fund's assets acquired by Fund transferred to the Acquiring Fund in the Reorganization will be the same in the hands of Acquiring Fund as the tax basis of such assets to in the hands of Acquired Fund immediately prior to the Reorganization transfer, increased by the amount of gain (or decreased by the amount of loss), if any, recognized by the Acquired Fund upon the transfer; and Under Section 1223(2) of the Code, the holding period of the assets of the Acquired Fund in the hands of the Acquiring Fund will include the period during which those assets were held by the Acquired Fund. The delivery , except for any assets which may be marked to market for federal income taxes on the termination of such opinion is conditioned the Acquired Fund's taxable year or on which gain was recognized upon the receipt by Xxxxxxx Xxxx & Xxxxxxxxx LLP of representations it shall request of transfer to the Aberdeen TrustAcquiring Fund. Notwithstanding anything herein to the contrary, neither the Acquiring Fund nor the Acquired Fund may waive the conditions set forth in this paragraph 7.48.7. 89.

FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS. of the Acquiring Fund and the Acquired Fund If any of the conditions set forth below do not exist on or before the Closing Date with respect to the FundsAcquiring Fund, the Aberdeen Trust shall Acquired Fund shall, and if any of such conditions do not exist on or before the Closing Date with respect to the Acquired Fund, the Acquiring Fund shall, at their respective option, not be required to consummate the transactions contemplated by this Agreement. 7.1a) The Agreement and the transactions contemplated herein shall have been approved by the requisite vote of the holders of the outstanding shares of beneficial interest of the Acquired Fund in accordance with the provisions of the Acquired Fund's Declaration of Trust, as amended, and applicable law and certified copies of the votes evidencing such approval shall have been delivered to the Acquiring Fund. b) The Board of Trustees of the Aberdeen TrustAcquired Fund, including a majority of the trustees who are not "interested persons" of the Aberdeen Trust Acquired Fund (as defined by the 1940 Act), shall have determined that this Agreement and the transactions contemplated hereby are in the best interests of each the Acquired Fund and that the interests of the shareholders in each the Acquired Fund would not be diluted as a result of such transactions. 7.2c) The Board of Directors of the Acquiring Fund, including a majority of the directors who are not "interested persons" of the Acquiring Fund (as defined by the 1940 Act), shall have determined that this Agreement and the transactions contemplated hereby are in the best interests of the Acquiring Fund and that the interests of the shareholders in the Acquiring Fund would not be diluted as a result of such transactions. d) 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 herein. 7.3. e) 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, including "no-action" positions of and exemptive orders from such federal and state authorities) deemed necessary by the Aberdeen Trust Acquired Fund or the Acquiring 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 the Acquiring Acquired Fund or the Acquiring Fund, provided that either party hereto may for itself waive any of such conditions. f) The N-14 Registration Statement and the prospectuses and statement of additional information filed as part of the Acquiring Fund's registration statement on Form N-1A shall each have become or be effective under the 1933 Act and 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 1933 Act. g) The Acquired Fund. 7.4. The Aberdeen Trust Fund and the Acquiring Fund shall have received on the Closing Date an opinion of Xxxxxxx Xxxx & Xxxxxxxxx LLP, addressed to, and in form and substance reasonably satisfactory to, the Acquired Fund and the Acquiring Fund and dated as of the Closing Date, substantially to the effect that for U.S. federal income tax purposes: (a) The transfer acquisition by the Acquiring Fund of all of the assets of the Acquired Fund's assets to the Acquiring Fund solely in exchange for the Acquiring Fund Shares and the assumption by the Acquiring Fund of the liabilities of the Acquired Fund, followed by the distribution by the Acquired Fund of such Acquiring Fund Shares to shareholders of the Acquired Fund in complete liquidation of the Acquired Fund, all pursuant to the Agreement, will constitute a "reorganization" within the meaning of Section 368(a) of the Code, and the Acquiring Fund and the Acquired Fund will each be a "party to a reorganization" within the meaning of Section 368(b) of the Code; (bUnder Sections 361 and 357(a) no of the Code, the Acquired Fund will not recognize gain or loss will be recognized by upon the transfer of its assets to Acquiring Fund on the receipt of the assets of the Acquired Fund solely in exchange for the Acquiring Fund Shares and the assumption by the Acquiring Fund of the liabilities all of Acquired Fund's liabilities, and the Acquired Fund; (c) except for Fund will not recognize gain or loss regularly attributable to the termination of the Acquired Fund's taxable year, no gain or loss will be recognized by the Acquired Fund upon the transfer of the Acquired Fund's assets to the Acquiring Fund in exchange for the Acquiring Fund Shares and the assumption by the Acquiring Fund of the liabilities of the Acquired Fund or upon the distribution of the Acquiring Fund Shares to the Acquired Fund's shareholders in exchange liquidation of the Acquired Fund, except for their shares (A) any gain or loss that may be recognized on "section 1256 contracts" as defined in Section 1256(b) of the Code as a result of the closing of the tax year of the Acquired Fund, (B) any gain that may be recognized on the transfer of stock in a "passive foreign investment company" as defined in Section 1297(a) of the Code, and (C) any other gain or loss that may be required to be recognized as a result of the closing of the tax year of the Acquired Fund; (d) no gain or loss will be recognized by Under Section 354 of the Code, shareholders of the Acquired Fund upon will not recognize gain or loss on the receipt of Acquiring Fund Shares solely in exchange of for their Acquired Fund shares of beneficial interest for the Acquiring Fund Shares or upon the assumption by the Acquiring Fund shares; Under Section 358 of the liabilities of the Acquired Fund; (e) Code, the aggregate tax basis of the Acquiring Fund Shares received by each of the Acquired Fund's shareholders pursuant to the Reorganization will be the same as the aggregate tax basis of the Acquired Fund shares Shares exchanged therefor; Under Section 1223(1) of beneficial interest held by such shareholder immediately prior to the ReorganizationCode, and the holding period of the Acquiring Fund Shares to be received by each Acquired Fund shareholder will include the period during which the Acquired Fund shares of beneficial interest Shares exchanged therefor were held by such shareholder (shareholder, provided that such the shareholder held the Acquired Fund shares Shares at the time of beneficial interest the Reorganization as capital assets; Under Section 1223(1) of the Code, the holding period of the Acquiring Fund Shares to be received by each Acquired Fund shareholder will include the period during which the Acquired Fund Shares exchanged therefor were held by such shareholder, provided that the shareholder held the Acquired Fund Shares at the time of the Reorganization as capital assets on the date assets; Under Section 362(b) of the Reorganization); and (f) except for Code, the basis of the assets which may be marked to market for federal income tax purposes as a consequence of a termination of the Acquired Fund's taxable year, the tax basis of the Acquired Fund's assets acquired by Fund transferred to the Acquiring Fund in the Reorganization will be the same in the hands of Acquiring Fund as the tax basis of such assets to in the hands of Acquired Fund immediately prior to the Reorganization transfer, increased by the amount of gain (or decreased by the amount of loss), if any, recognized by the Acquired Fund upon the transfer; and Under Section 1223(2) of the Code, the holding period of the assets of the Acquired Fund in the hands of the Acquiring Fund will include the period during which those assets were held by the Acquired Fund. The delivery , except for any assets which may be marked to market for federal income taxes on the termination of such opinion is conditioned the Acquired Fund's taxable year or on which gain was recognized upon the receipt by Xxxxxxx Xxxx & Xxxxxxxxx LLP of representations it shall request of transfer to the Aberdeen TrustAcquiring Fund. Notwithstanding anything herein to the contrary, neither the Acquiring Fund nor the Acquired Fund may waive the conditions set forth in this paragraph 7.48.7. 89.

FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS. of the Acquiring Fund and the Acquired Fund If any of the conditions set forth below do not exist on or before the Closing Date with respect to the FundsAcquiring Fund, the Aberdeen Trust shall Acquired Fund shall, and if any of such conditions do not exist on or before the Closing Date with respect to the Acquired Fund, the Acquiring Fund shall, at their respective option, not be required to consummate the transactions contemplated by this Agreement. 7.1a) The Agreement and the transactions contemplated herein shall have been approved by the requisite vote of the holders of the outstanding shares of common stock of the Acquired Fund in accordance with the provisions of the Acquired Fund's Charter, as amended, and applicable law and certified copies of the votes evidencing such approval shall have been delivered to the Acquiring Fund. b) The Board of Trustees Directors of the Aberdeen TrustAcquired Fund, including a majority of the trustees directors who are not "interested persons" of the Aberdeen Trust Acquired Fund (as defined by the 1940 Act), shall have determined that this Agreement and the transactions contemplated hereby are in the best interests of each the Acquired Fund and that the interests of the shareholders in each the Acquired Fund would not be diluted as a result of such transactions. 7.2c) The Board of Directors of the Acquiring Fund, including a majority of the directors who are not "interested persons" of the Acquiring Fund (as defined by the 1940 Act), shall have determined that this Agreement and the transactions contemplated hereby are in the best interests of the Acquiring Fund and that the interests of the shareholders in the Acquiring Fund would not be diluted as a result of such transactions. d) 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 herein. 7.3. e) 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, including "no-action" positions of and exemptive orders from such federal and state authorities) deemed necessary by the Aberdeen Trust Acquired Fund or the Acquiring 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 the Acquiring Acquired Fund or the Acquiring Fund, provided that either party hereto may for itself waive any of such conditions. f) The N-14 Registration Statement and the prospectuses and statement of additional information filed as part of the Acquiring Fund's registration statement on Form N-1A shall each have become or be effective under the 1933 Act and 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 1933 Act. g) The Acquired Fund. 7.4. The Aberdeen Trust Fund and the Acquiring Fund shall have received on the Closing Date an opinion of Xxxxxxx Xxxx & Xxxxxxxxx LLP, addressed to, and in form and substance reasonably satisfactory to, the Acquired Fund and the Acquiring Fund and dated as of the Closing Date, substantially to the effect that for U.S. federal income tax purposes: (a) The transfer acquisition by the Acquiring Fund of all of the assets of the Acquired Fund's assets to the Acquiring Fund solely in exchange for the Acquiring Fund Shares and the assumption by the Acquiring Fund of the liabilities of the Acquired Fund, followed by the distribution by the Acquired Fund of such Acquiring Fund Shares to shareholders of the Acquired Fund in complete liquidation of the Acquired Fund, all pursuant to the Agreement, will constitute a "reorganization" within the meaning of Section 368(a) of the Code, and the Acquiring Fund and the Acquired Fund will each be a "party to a reorganization" within the meaning of Section 368(b) of the Code; (bUnder Sections 361 and 357(a) no of the Code, the Acquired Fund will not recognize gain or loss will be recognized by upon the transfer of its assets to Acquiring Fund on the receipt of the assets of the Acquired Fund solely in exchange for the Acquiring Fund Shares and the assumption by the Acquiring Fund of the liabilities all of Acquired Fund's liabilities, and the Acquired Fund; (c) except for Fund will not recognize gain or loss regularly attributable to the termination of the Acquired Fund's taxable year, no gain or loss will be recognized by the Acquired Fund upon the transfer of the Acquired Fund's assets to the Acquiring Fund in exchange for the Acquiring Fund Shares and the assumption by the Acquiring Fund of the liabilities of the Acquired Fund or upon the distribution of the Acquiring Fund Shares to the Acquired Fund's shareholders in exchange liquidation of the Acquired Fund, except for their shares (A) any gain or loss that may be recognized on "section 1256 contracts" as defined in Section 1256(b) of the Code as a result of the closing of the tax year of the Acquired Fund, (B) any gain that may be recognized on the transfer of stock in a "passive foreign investment company" as defined in Section 1297(a) of the Code, and (C) any other gain or loss that may be required to be recognized as a result of the closing of the tax year of the Acquired Fund; (d) no gain or loss will be recognized by Under Section 354 of the Code, shareholders of the Acquired Fund upon will not recognize gain or loss on the receipt of Acquiring Fund Shares solely in exchange of for their Acquired Fund shares of beneficial interest for the Acquiring Fund Shares or upon the assumption by the Acquiring Fund shares; Under Section 358 of the liabilities of the Acquired Fund; (e) Code, the aggregate tax basis of the Acquiring Fund Shares received by each of the Acquired Fund's shareholders pursuant to the Reorganization will be the same as the aggregate tax basis of the Acquired Fund shares Shares exchanged therefor; Under Section 1223(1) of beneficial interest held by such shareholder immediately prior to the ReorganizationCode, and the holding period of the Acquiring Fund Shares to be received by each Acquired Fund shareholder will include the period during which the Acquired Fund shares of beneficial interest Shares exchanged therefor were held by such shareholder (shareholder, provided that such the shareholder held the Acquired Fund shares Shares at the time of beneficial interest the Reorganization as capital assets; Under Section 1223(1) of the Code, the holding period of the Acquiring Fund Shares to be received by each Acquired Fund shareholder will include the period during which the Acquired Fund Shares exchanged therefor were held by such shareholder, provided that the shareholder held the Acquired Fund Shares at the time of the Reorganization as capital assets on the date assets; Under Section 362(b) of the Reorganization); and (f) except for Code, the basis of the assets which may be marked to market for federal income tax purposes as a consequence of a termination of the Acquired Fund's taxable year, the tax basis of the Acquired Fund's assets acquired by Fund transferred to the Acquiring Fund in the Reorganization will be the same in the hands of Acquiring Fund as the tax basis of such assets to in the hands of Acquired Fund immediately prior to the Reorganization transfer, increased by the amount of gain (or decreased by the amount of loss), if any, recognized by the Acquired Fund upon the transfer; and Under Section 1223(2) of the Code, the holding period of the assets of the Acquired Fund in the hands of the Acquiring Fund will include the period during which those assets were held by the Acquired Fund. The delivery , except for any assets which may be marked to market for federal income taxes on the termination of such opinion is conditioned the Acquired Fund's taxable year or on which gain was recognized upon the receipt by Xxxxxxx Xxxx & Xxxxxxxxx LLP of representations it shall request of transfer to the Aberdeen TrustAcquiring Fund. Notwithstanding anything herein to the contrary, neither the Acquiring Fund nor the Acquired Fund may waive the conditions set forth in this paragraph 7.48.7. 89.