The Acquiring Fund. Shares to be issued and distributed to the Shareholders under this Agreement, assuming their due delivery as contemplated by this Agreement, will be duly authorized, validly issued and outstanding, and fully paid and non-assessable;
The Acquiring Fund. The Acquiring Fund, out of its assets and property, agrees to indemnify and hold harmless the Acquired Fund and the members of the Acquired Fund Board and its officers from and against any and all losses, claims, damages, liabilities or expenses (including, without limitation, the payment of reasonable legal fees and reasonable costs of investigation) to which the Acquired Fund and those board members and officers may become subject, insofar as such loss, claim, damage, liability or expense (or actions with respect thereto) arises out of or is based on (a) any breach by the Acquiring Fund of any of its representations, warranties, covenants or agreements set forth in this Agreement or (b) any act, error, omission, neglect, misstatement, materially misleading statement, breach of duty or other act wrongfully done or attempted to be committed by the Acquiring Fund or the members of the Acquiring Fund Board or its officers prior to the Closing Date, provided that such indemnification by the Acquiring Fund is not (i) in violation of any applicable law or (ii) otherwise prohibited as a result of any applicable order or decree issued by any governing regulatory authority or court of competent jurisdiction.
The Acquiring Fund. The obligations of PIF on behalf of the Acquiring Fund to complete the transactions provided for herein shall be subject, at its election, to the performance by WM I and the Acquired Fund of all the obligations to be performed by them hereunder on or before the Closing Date and, in addition thereto, to the following further conditions:
The Acquiring Fund. The obligations of PVC on behalf of the Acquiring Fund to complete the transactions provided for herein shall be subject, at its election, to the performance by WMVT and the Acquired Fund of all the obligations to be performed by them hereunder on or before the Closing Date and, in addition thereto, to the following further conditions:
The Acquiring Fund. Shares to be issued and distributed to the Shareholders under this Agreement, assuming their due delivery as contemplated by this Agreement, are duly authorized, and upon such delivery will be validly issued and outstanding and will be fully paid and non-assessable by Eaton Vance Trust and Acquiring Fund, and no shareholder of Acxxxxxxx Xxnd has any preemptive right to subscription or purchase in respect thereof;
The Acquiring Fund. The Trust, on behalf of the Acquiring Fund, out of its assets and property, agrees to indemnify and hold harmless the Acquired Fund and the members of the Acquired Fund Board and its officers from and against any and all losses, claims, damages, liabilities or expenses (including, without limitation, the payment of reasonable legal fees and reasonable costs of investigation) to which the Acquired Fund and those board members and officers may become subject, insofar as such loss, claim, damage, liability or expense (or actions with respect thereto) arises out of or is based on (a) any breach by the Trust, on behalf of the Acquiring Fund, of any of its representations, warranties, covenants or agreements set forth in this Agreement or (b) any act, error, omission, neglect, misstatement, materially misleading statement, breach of duty or other act wrongfully done or attempted to be committed by the Trust, the Acquiring Fund, or the members of the Trust Board or its officers prior to the Closing Date, provided that such indemnification by the Trust, on behalf of the Acquiring Fund, is not (i) in violation of any applicable law or (ii) otherwise prohibited as a result of any applicable order or decree issued by any governing regulatory authority or court of competent jurisdiction. In no event shall the Trust's indemnification responsibilities to the Acquired Fund under this paragraph 8.1 extend to any other series of the Trust other than the Acquiring Fund.
The Acquiring Fund. (a) Shall file the Registration Statement with the Securities and Exchange Commission ("SEC") and use its best efforts to provide that the Registration Statement becomes effective as promptly as practicable.
(b) Shall have mailed to each shareholder of record of the Target Fund entitled to vote at the Special Meeting at which action on the Plan is to be considered, in sufficient time to comply with requirements as to notice thereof, a combined Prospectus/Proxy Statement that complies in all material respects with the applicable provisions of the 1933 Act, Section 14(a) of the 1934 Act and Section 20(a) of the 1940 Act, and the rules and regulations thereunder (the "Prospectus/Proxy Statement").
(c) Covenants to operate the Acquiring Fund's business as presently conducted between the date hereof and the Closing, it being understood that such ordinary course of business will include the distribution of customary dividends and distributions and any other distribution necessary or desirable to minimize federal income or excise Taxes.
(d) Subject to the provisions of the Plan, shall take, or cause to be taken, all action, and do or cause to be done, all things reasonably necessary, proper or advisable to consummate the transactions contemplated by the Plan.
The Acquiring Fund. 2.1. The Acquiring Fund is EfTEN Real Estate Fund III AS, registry code 12864036, with the share capital of fifty million seven hundred twenty-five thousand three hundred fifty (50,725,350) euros as at the date of this agreement.
2.2. Pursuant to the shareholders list of the Acquiring Fund of 19 September 2022 at 12:00, maintained by Nasdaq CSD SE Estonia branch, the share capital of the Acquiring Fund is devided into five million seventy-two thousand five hundred thirty-five (5,072,535) shares, whereas the nominal value of one (1) share is ten (10) euros.
2.3. The Acquiring Fund is a closed-ended public real estate fund founded as a public limited company, the shares of which are admitted to trading on a regulated market (Main List of Nasdaq Tallinn Stock Exchange) since 01 December 2017.
The Acquiring Fund. PIF on behalf of the Acquiring Fund covenants and agrees as follows:
The Acquiring Fund. The Acquiring Fund shall be considered an express third-party beneficiary of this Agreement with the power and authority to enforce the entirety of this Agreement in the same capacity as if it were a signatory hereto.
