Representations and warranties of Acquiring Fund. Acquiring Fund represents and warrants to and agrees with Acquired Fund that:

Representations and warranties of Acquiring Fund. Acquiring Fund represents and warrants to and agrees with Acquired Fund that: <![if !supportLists]>(a) <![endif]>Acquiring Fund is a series of Series Investment Fund II, a business trust duly established and validly existing under the laws of The Commonwealth of Massachusetts, and has power to own all of its properties and assets and to carry out its obligations under this Agreement. Series Investment Fund II is not required to qualify as a foreign association in any jurisdiction. Each of Series Investment Fund II and Acquiring Fund has all necessary federal, state and local authorizations to carry on its business as now being conducted and to carry out this Agreement. <![if !supportLists]>(b) <![endif]>Series Investment Fund II is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company, and such registration has not been revoked or rescinded and is in full force and effect. <![if !supportLists]>(c) <![endif]>Reserved. <![if !supportLists]>(d) <![endif]>Reserved. <![if !supportLists]>(e) <![endif]>There are no material legal, administrative or other proceedings pending or, to the knowledge of Series Investment Fund II or Acquiring Fund, threatened against Series Investment Fund II or Acquiring Fund which assert liability or may, if successfully prosecuted to their conclusion, result in liability on the part of Series Investment Fund II or Acquiring Fund. <![if !supportLists]>(f) <![endif]>Acquiring Fund has no known liabilities of a material nature, contingent or otherwise, other than liabilities incurred pursuant to this Agreement. <![if !supportLists]>(g) <![endif]>No consent, approval, authorization or order of any court or governmental authority is required for the consummation by Acquiring Fund of the transactions contemplated by this Agreement, except such as may be required under the Securities Act of 1933, as amended (the “1933 Act”), the Securities Exchange Act of 1934, as amended (the “1934 Act”), the 1940 Act, state securities or blue sky laws (which term as used herein shall include the laws of the District of Columbia and of Puerto Rico) or the Hxxx‑Sxxxx‑Rxxxxx Antitrust Improvements Act of 1976 (the “H‑S‑R Act”). <![if !supportLists]>(h) <![endif]>The definitive proxy statement of Acquired Fund filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 14a-6(b) under the 1934 Act and relating to the approval of Acquired Fund’s shareholders refer...

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REPRESENTATIONS AND WARRANTIES OF ACQUIRER Acquirer represents and warrants to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF ACQUIROR Acquiror represents and warrants to the Company as follows:
Representations and Warranties of the Vendor The Vendor hereby makes the following representations and warranties to the Purchaser and acknowledges that the Purchaser is relying on such representations and warranties in entering into this Agreement and completing the Transaction:
Representations and Warranties of Vendor Vendor hereby represents and warrants to Purchaser that:
REPRESENTATIONS AND WARRANTIES OF THE BUYER The Buyer represents and warrants to the Company that:
Representations and Warranties of ALPS ALPS represents and warrants to the Fund that:
REPRESENTATIONS AND WARRANTIES OF THE VENDORS The Vendors jointly and severally represent and warrant to the Purchaser the following, and acknowledge that the Purchaser is entitled to rely on such representations and warranties notwithstanding any due diligence investigation done by the Purchaser prior to the closing:
Representations and Warranties of the Fund The Fund represents and warrants to the Transfer Agent that:
Representations and Warranties of the Purchaser As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Warrants to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive each Closing Date) that:
REPRESENTATIONS AND WARRANTIES OF CONTRIBUTOR The Contributor represents and warrants to and covenants with the Operating Partnership as provided in EXHIBIT E attached hereto, and acknowledges and agrees to be bound by the indemnification provisions contained therein.

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