Common use of Warranties and Conditions Clause in Contracts

Warranties and Conditions. Section 3.01 Account A, American Fidelity and the Fund, as appropriate, make the following representations and warranties, which shall survive the Closing Date and bind their respective successors and assigns, including Continuing Account A: (a) There are no suits, actions or proceedings pending or threatened against any party to this Agreement which, to its knowledge, if adversely determined, would materially and adversely affect its financial condition, the conduct of its business or its ability to carry out its obligations hereunder; (b) There are no investigations or administrative proceedings by the Commission or by any insurance or securities regulatory body of any state, territory or the District of Columbia pending against any party to this Agreement which, to its knowledge, would lead to any suit, action or proceeding that would materially and adversely affect its financial condition, the conduct of its business or its ability to carry out its obligations hereunder; (c) Should any party to this Agreement become aware, prior to the Effective Time, of any suit, action or proceeding, of the types described in paragraph (a) or (b) above, instituted or commenced against it, it shall immediately notify and advise all other parties to this Agreement; (d) Immediately prior to the Effective Time, American Fidelity, on behalf of Account A, shall have valid and unencumbered title to the portfolio assets of Account A, except with respect to those assets for which payment has not yet been made; (e) Each party shall make available all information concerning itself which may be required in any application, registration statement or other filing with a governmental body to be made by the Fund, American Fidelity or Account A, or any or all of them, in connection with any of the transactions contemplated by this Agreement and shall join in all such applications or filings, subject to reasonable approval of their counsel. Each party represents and warrants that all of such information so furnished shall be correct in all material respects and that it shall not omit any material fact required to be stated therein or necessary in order to make the statements therein not misleading; and (f) Other than with respect to contracts entered into in connection with the portfolio management of Account A which shall terminate on or prior to the Closing Date, no party is currently engaged, and the execution, delivery and performance of this Agreement by each party will not result, in a material violation of any such party's charter, by-laws, or any material agreement, indenture, instrument, contract, lease or other undertaking to which such party is bound, and to such party's knowledge, the execution, delivery and performance of this Agreement will not result in the acceleration of any obligation, or the imposition of any penalty, under any material agreement, indenture, instrument, contract, lease, judgment or decree to which any such party may be a party or to which it is bound. Section 3.02 The obligations of the parties hereunder shall be subject to satisfaction of each of the following conditions: (a) The representations contained herein shall be true as of and at the Effective Time with the same effect as though made at such time, and such parties shall have performed all obligations required by this Agreement to be performed by each of them prior to such time; (b) The Commission shall not have issued an unfavorable advisory report under Section 25(b) of the 1940 Act nor instituted any proceeding seeking to enjoin consummation of the Reorganization contemplated hereby; (c) The appropriate parties shall have received orders from the Commission providing such exemptions and approvals as they and their counsel reasonably deem necessary, including an order pursuant to Section 17(b) of the 1940 Act, and shall have made all necessary filings, if any, with, and received all necessary approvals from, state securities or insurance authorities; (d) Account A and the Fund shall have filed with the Commission a registration statement on Form N-14 under the 1933 Act, and such amendments thereto as may be necessary or desirable for the registration of the shares issued by the Fund to Continuing Account A in exchange for Account A's investment portfolio and for the registration of the separate account interests in Continuing Account A to Contract Owners in exchange for the outstanding securities of Account A held by the Contract Owners, thereby effecting the purposes of the Reorganization; provided, however, such filing shall not be required if counsel to Account A and the Fund determine that registration on Form N-14 is not necessary in accordance with advice of the staff of the Commission with respect to conversion transactions similar to the Reorganization. (e) The Fund shall have filed a notification of registration on Form N-8A under the 1940 Act, a registration statement on Form N-1A under the 1933 Act and the 1940 Act, and such amendments thereto as may be necessary or desirable to effect the purposes of the Reorganization; (f) On behalf of Account A, American Fidelity shall have filed on Form N-4 a post-effective amendment to the registration statement of Account A under the 1933 Act and the 1940 Act, and such amendments thereto as may be necessary or desirable to effect the purposes of the Reorganization; (g) The appropriate parties shall have taken all actions necessary for the filings required by paragraphs 3.02

Warranties and Conditions. Section 3.01 Account A, American Fidelity and the Fund, as appropriate, make the following representations and warranties, which shall survive the Closing Date and bind their respective successors and assigns, including Continuing Account A: (a) There are no suits, actions or proceedings pending or threatened against any party to this Agreement which, to its knowledge, if adversely determined, would materially and adversely affect its financial condition, the conduct of its business or its ability to carry out its obligations hereunder; (b) There are no investigations or administrative proceedings by the Commission or by any insurance or securities regulatory body of any state, territory or the District of Columbia pending against any party to this Agreement which, to its knowledge, would lead to any suit, action or proceeding that would materially and adversely affect its financial condition, the conduct of its business or its ability to carry out its obligations hereunder; (c) Should any party to this Agreement become aware, prior to the Effective Time, of any suit, action or proceeding, of the types described in paragraph (a) or (b) above, instituted or commenced against it, it shall immediately notify and advise all other parties to this Agreement; (d) Immediately prior to the Effective Time, American Fidelity, on behalf of Account A, shall have valid and unencumbered title to the portfolio assets of Account A, except with respect to those assets for which payment has not yet been made; (e) Each party shall make available all information concerning itself which may be required in any application, registration statement or other filing with a governmental body to be made by the Fund, American Fidelity or Account A, or any or all of them, in connection with any of the transactions contemplated by this Agreement and shall join in all such applications or filings, subject to reasonable approval of their counsel. Each party represents and warrants that all of such information so furnished shall be correct in all material respects and that it shall not omit any material fact required to be stated therein or necessary in order to make the statements therein not misleading; and (f) Other than with respect to contracts entered into in connection with the portfolio management of Account A which shall terminate on or prior to the Closing Date, no party is currently engaged, and the execution, delivery and performance of this Agreement by each party will not result, in a material violation of any such party's charter, by-laws, or any material agreement, indenture, instrument, contract, lease or other undertaking to which such party is bound, and to such party's knowledge, the execution, delivery and performance of this Agreement will not result in the acceleration of any obligation, or the imposition of any penalty, under any material agreement, indenture, instrument, contract, lease, judgment or decree to which any such party may be a party or to which it is bound. Section 3.02 The obligations of the parties hereunder shall be subject to satisfaction of each of the following conditions: (a) The representations contained herein shall be true as of and at the Effective Time with the same effect as though made at such time, and such parties shall have performed all obligations required by this Agreement to be performed by each of them prior to such time; (b) The Commission shall not have issued an unfavorable advisory report under Section 25(b) of the 1940 Act nor instituted any proceeding seeking to enjoin consummation of the Reorganization contemplated hereby; (c) The appropriate parties shall have received orders from the Commission providing such exemptions and approvals as they and their counsel reasonably deem necessary, including an order pursuant to Section 17(b) of the 1940 Act, and shall have made all necessary filings, if any, with, and received all necessary approvals from, state securities or insurance authorities; (d) Account A and the Fund shall have filed with the Commission a registration statement on Form N-14 under the 1933 Act, and such amendments thereto as may be necessary or desirable for the registration of the shares issued by the Fund to Continuing Account A in exchange for Account A's investment portfolio and for the registration of the separate account interests in Continuing Account A to Contract Owners in exchange for the outstanding securities of Account A held by the Contract Owners, thereby effecting the purposes of the Reorganization; provided, however, such filing shall not be required if counsel to Account A and the Fund determine that registration on Form N-14 is not necessary in accordance with advice of the staff of the Commission with respect to conversion transactions similar to the Reorganization.; (e) The Fund shall have filed a notification of registration on Form N-8A under the 1940 Act, a registration statement on Form N-1A under the 1933 Act and the 1940 Act, and such amendments thereto as may be necessary or desirable to effect the purposes of the Reorganization; (f) On behalf of Account A, American Fidelity shall have filed on Form N-4 a post-effective amendment to the registration statement of Account A under the 1933 Act and the 1940 Act, and such amendments thereto as may be necessary or desirable to effect the purposes of the Reorganization; (g) The appropriate parties shall have taken all actions necessary for the filings required by paragraphs 3.02

Warranties and Conditions. Section 3.01 Account ASECTION 3.01. IDS Life, American Fidelity the Current Funds, and the New VP Fund, as appropriate, make the following representations and warranties, which shall survive the Closing Date and bind their respective successors and assignsassigns (e.g., including Continuing Account A:New UIT A and New UIT B): (a) IDS Life, the Current Funds and the VP Corporation are validly organized and established, and in good standing under the laws of the State of Minnesota, and are fully empowered and qualified to carry out their business in all jurisdictions where they do so, including entering into this Agreement and to effect the Reorganization contemplated hereby (provided that all necessary approvals referred to in Section 3.02 of this Agreement are obtained); (b) Each Current Fund and the VP Corporation are duly registered as open-end, management investment companies under the 1940 Act; (c) The Contracts are validly issued and non-assessable, and all of the Contracts issued through each Current Fund have been offered and sold in material compliance with applicable requirements of the federal securities laws; (d) All corporate and other proceedings necessary and required to be taken by IDS Life, the Current Funds and the VP Corporation to authorize and carry out this Agreement and to effect the Reorganization have been duly and properly taken; (e) There are no suits, actions actions, or proceedings pending or threatened against the Current Funds or the New VP Fund which, to its knowledge, if adversely determined, would materially and adversely affect its financial condition or the conduct of its business -- further, there are no suits, actions, or proceedings pending or threatened against any party to this Agreement which, to its knowledge, if adversely determined, would materially and adversely affect its financial condition, the conduct of its business or its ability to carry out its obligations hereunder; (bf) There are no investigations or administrative proceedings by the Commission or by any insurance or securities regulatory body of any statestate or territory or the District of Columbia pending against the Current Funds or the New VP Fund which, to its knowledge, would lead to any suit, action, or proceeding that would materially and adversely affect its financial condition or the conduct of its business -- further, there are no investigations or administrative proceedings by the Commission or by any insurance or securities regulatory body of any state or territory or the District of Columbia pending against any party to this Agreement whichAgreement, to its knowledge, that would lead to any suit, action action, or proceeding that would materially and adversely affect its financial condition, the conduct of its business or its ability to carry out its obligations hereunder; (cg) Should any party to this Agreement become aware, prior to the Effective Time, of any suit, action action, or proceeding, of the types described in paragraph paragraphs (ae) or (bf) above, instituted or commenced against it, it such party shall immediately notify and advise all other parties to this Agreement; (dh) Immediately prior to the Effective Time, American Fidelity, on behalf of Account A, IDS Life shall have valid and unencumbered title to the portfolio assets of Account Aeach Current Fund, except with respect to those assets for which payment has not yet been made; (ei) Each party shall make available all information concerning itself which may be required in any application, registration statement statement, or other filing with a governmental body to be made by the New VP Fund, American Fidelity IDS Life, or Account Aeach Current Fund, or any or all of them, in connection with any of the transactions contemplated by this Agreement and shall join in all such applications or filings, subject to reasonable approval of their by its counsel. Each party represents and warrants that all of such information so furnished shall be correct in all material respects and that it shall not omit any material fact required to be stated therein or necessary in order to make the statements therein not misleading; and; (fj) Other than with respect to contracts entered into in connection with the portfolio management and custody of Account A assets of the Current Funds which shall terminate on or prior to the Closing Date, no party is currently engaged, and the execution, delivery and performance of this the Agreement by each party will shall not result, in a material violation of any such party's charter, by-laws, or any material agreement, indenture, instrument, contract, lease or other undertaking to which such party is bound, and to such party's knowledge, the execution, delivery and performance of this the Agreement will shall not result in the acceleration of any obligation, or the imposition of any penalty, under any material agreement, indenture, instrument, contract, lease, judgment or decree to which any such party may be a party or to which it is bound; and (k) This Agreement is a valid obligation of IDS Life, the Current Funds and the VP Corporation and is legally binding upon them in accordance with its terms. Section 3.02 SECTION 3.02. The obligations of the parties hereunder shall be subject to satisfaction of each of the following conditions: (a) The representations contained herein shall be true as of and at the Effective Time with the same effect as though made at such time, and such parties shall have performed all obligations required by this Agreement to be performed by each of them prior to such time; (b) The Commission shall not have issued an unfavorable advisory report under Section 25(b) of the 1940 Act nor instituted any proceeding seeking to enjoin consummation of the Reorganization contemplated hereby; (c) The appropriate parties shall have received orders from the Commission providing such exemptions and approvals as they and their counsel reasonably deem necessary, including an order pursuant to Section 17(b) of the 1940 Act, and shall have made all necessary filings, if any, with, and received all necessary approvals from, state securities or insurance authorities; (d) Account A and the Fund The VP Corporation shall have filed with the Commission a registration statement on Form N-14 under the 1933 Act, Act and such amendments thereto as may be necessary or desirable for the registration of the shares issued by the Fund to Continuing Account A in exchange for Account A's investment portfolio and for the registration of the separate account interests in Continuing Account A to Contract Owners in exchange for the outstanding securities of Account A held by the Contract Owners, thereby effecting effect the purposes of the Reorganization; provided, however, such filing shall not be required if counsel to Account A and the Fund determine that registration on Form N-14 is not necessary in accordance with advice of the staff of the Commission with respect to conversion transactions similar to the Reorganization.; (e) The Fund VP Corporation shall have filed a notification of registration on Form N-8A under the 1940 Act, a registration statement on Form N-1A under the 1933 Act and the 1940 Act, and such amendments thereto as may be necessary or desirable to effect register the purposes of the ReorganizationNew VP Fund and its shares; (f) On behalf of Account A, American Fidelity Each Current Fund shall have filed on Form N-4 a post-effective amendment to the its registration statement of Account A under the 1933 Act and the 1940 Act, and such additional post-effective amendments thereto as may be necessary or desirable to effect the purposes of the Reorganization; (g) The appropriate parties shall have taken all actions necessary for the filings required by paragraphs 3.02

Warranties and Conditions. Section 3.01 Account ASECTION 3.01. The Growth Account, American Fidelity Money Market Account, Bond Account, PVLICO and the Fund, as appropriate, make the following representations and warranties, which shall survive the Closing Date and bind their respective successors and assigns, including Continuing Account A:fol- (a) There are no suits, actions or proceedings pending or threatened against any party to this Agreement which, to its knowledge, if adversely determined, would materially and adversely affect its financial condition, the conduct of its business or its ability to carry out its obligations hereunder; (b) There are no investigations or administrative proceedings by the Commission or by any insurance or securities regulatory body of any state, territory or the District of Columbia pending against any party to this Agreement which, to its knowledge, would lead to any suit, action or proceeding that would materially and adversely affect its financial condition, the conduct of its business or its ability to carry out its is obligations hereunder; (c) Should any party to this Agreement become aware, prior to the Effective Time, of any suit, action or proceeding, of the types described in paragraph paragraphs (a) or (b) above, instituted or commenced against it, it such party shall immediately notify and advise all ALL other parties to this Agreement; (d) Immediately prior to the Effective Time, American Fidelity, on behalf of Account A, PVLICO shall have valid and unencumbered title to the portfolio assets of the Growth Account, Money Market Account Aand Bond Account, except with respect to those assets for which payment has not yet been made;; and (e) Each party shall make available all information concerning itself which may be required in any application, registration statement or other filing with a governmental body to be made by the Fund, American Fidelity by PVLICO or by the Growth Account, Money Market Account, or Bond Account A, or any or all of them, in connection with any of the transactions contemplated by this Agreement and shall join in all such applications or filings, subject to reasonable approval of by their counsel. Each party represents and warrants that all of such information so furnished shall be correct in all material respects and that it shall not omit any material fact required to be stated therein or necessary in order to make the statements therein not misleading; and (f) Other than with respect to contracts entered into in connection with the portfolio management of Account A which shall terminate on or prior to the Closing Date, no party is currently engaged, and the execution, delivery and performance of this Agreement by each party will not result, in a material violation of any such party's charter, by-laws, or any material agreement, indenture, instrument, contract, lease or other undertaking to which such party is bound, and to such party's knowledge, the execution, delivery and performance of this Agreement will not result in the acceleration of any obligation, or the imposition of any penalty, under any material agreement, indenture, instrument, contract, lease, judgment or decree to which any such party may be a party or to which it is bound. Section 3.02 SECTION 3.02. The obligations of the parties hereunder shall be subject to satisfaction of each of the following conditions: (a) The representations contained herein shall be true as of and at the Effective Time with the same effect as though made at such time, and such parties shall have performed all obligations required by this Agreement to be performed by each of them prior to such time; (b) The Commission shall not have issued an unfavorable advisory report under Section 25(b) of the 1940 Act nor instituted any proceeding seeking to enjoin consummation of the Reorganization reorganization contemplated hereby; (c) The appropriate parties shall have received orders from the Commission providing such exemptions and approvals as they and their counsel reasonably deem necessary, including an order pursuant to Section 17(b) of the 1940 Act, and shall have made all necessary filings, if any, with, and received all necessary approvals from, state securities or insurance authorities;as (d) Account A PVLICO and the Fund Growth Account shall have filed with the Commission a one or more post-effective amendments to their registration statement on Form N-14 under the Securities Act of 1933 (the "1933 Act, and such amendments thereto ") as may be are necessary or desirable for in connection with the registration of reorganization contemplated by this Agreement; the shares issued by the Fund to Continuing Account A in exchange for Account A's investment portfolio and for the registration of the separate account interests in Continuing Account A to Contract Owners in exchange for the outstanding securities of Account A held by the Contract Owners, thereby effecting the purposes of the Reorganization; provided, however, such filing shall not be required if counsel to Account A and the Fund determine that registration on Form N-14 is not necessary in accordance with advice of the staff of the Commission with respect to conversion transactions similar to the Reorganization. (e) The Fund shall have filed a notification of registration on Form N-8A under the 1940 Act, a registration statement on Form N-1A under the 1933 Act and the 1940 Act, and such pre-effective amendments thereto as may be necessary or desirable to effect the purposes of the Reorganization; (f) On behalf of Account A, American Fidelity shall have filed on Form N-4 a post-effective amendment to reorganization; and the registration statement of Account A for the Fund under the 1933 Act and the 1940 Act, Act and such amendments thereto as may be necessary or desirable an amendment to effect the purposes registration statement under the 1933 Act of the ReorganizationGrowth Account reflecting the reorganization shall have been declared effective as of the Closing Date; (ge) The appropriate parties shall have taken all actions necessary At policyowners' meetings called for such purposes (or any adjournments thereof), a majority of the filings required by paragraphs 3.02outstanding voting securities (as defined in the 1940 Act and the rules thereunder) of the Growth Account, Money Market Account and Bond Account, respectively (except as to clauses (e)(1) and (e)

Warranties and Conditions. Section 3.01 Account ASECTION 3.01. The Accounts, American Fidelity Integrity, and the FundTrust, as appropriate, make the following representations and warranties, which shall survive the Closing Date and bind their respective successors and assigns, including Continuing Account Aclosing of the reorganization: (a) There are no suits, actions or proceedings pending or threatened against any party to this Agreement which, to its knowledge, if adversely determined, would materially and adversely affect its financial condition, the conduct of its business or its ability to carry out its obligations hereunder; (b) There are no investigations or administrative proceedings by the Commission or by any insurance or securities regulatory body of any state, territory or the District of Columbia pending against any party to this Agreement which, to its knowledge, would lead to any suit, action or proceeding that would materially and adversely affect its financial condition, the conduct of its business or its ability to carry out its obligations hereunder;. (c) Should any party to this Agreement become aware, prior to the Effective Time, of any suit, action or proceeding, of the types described in paragraph paragraphs (a) or (b) above, instituted or commenced against it, it such party shall immediately notify and advise all other parties to this Agreement; (d) Immediately prior to the Effective Time, American Fidelity, on behalf of Account A, Integrity shall have valid and unencumbered title to the portfolio assets of Separate Account ATen, except with respect to those assets for which payment has not yet been made;; and (e) Each party shall make available all information concerning itself which may be required in any application, registration statement or other filing with a governmental body to be made by the FundTrust, American Fidelity by Integrity, or Account Aby the Accounts, or any or all of them, in connection with any of the transactions contemplated by this Agreement and shall join in all such applications or filings, subject to reasonable approval of by their counsel. Each party represents and warrants that all of such information so furnished shall be correct in all material respects and that it shall not omit any material fact required to be stated therein or necessary in order to make the statements therein not misleading; and (f) Other than with respect to contracts entered into in connection with the portfolio management of Account A which shall terminate on or prior to the Closing Date, no party is currently engaged, and the execution, delivery and performance of this Agreement by each party will not result, in a material violation of any such party's charter, by-laws, or any material agreement, indenture, instrument, contract, lease or other undertaking to which such party is bound, and to such party's knowledge, the execution, delivery and performance of this Agreement will not result in the acceleration of any obligation, or the imposition of any penalty, under any material agreement, indenture, instrument, contract, lease, judgment or decree to which any such party may be a party or to which it is bound. Section 3.02 SECTION 3.02. The obligations of the parties hereunder shall be subject to satisfaction of each of the following conditions:. (a) The representations contained herein shall be true as of and at the Effective Time with the same effect as though made at such time, and such parties shall have performed all obligations required by this Agreement to be performed by each of them prior to such time; (b) The Commission shall not have issued an unfavorable advisory report under Section 25(b) of the 1940 Act nor or instituted any proceeding seeking to enjoin consummation of the Reorganization reorganization contemplated hereby; (c) The appropriate parties Trust and Separate Account II shall have received orders from make such filings with the Commission providing such exemptions and approvals under the Securities Act of 1933 (the "1933 Act") as they and their counsel reasonably deem necessary, including an order pursuant to Section 17(b) of are deemed necessary or desirable in connection with the 1940 Act, and shall have made all necessary filings, if any, with, and received all necessary approvals from, state securities or insurance authoritiesreorganization contemplated by this Agreement; (d) Account A At a contractholders' meeting called for such purposes (or any adjournments thereof), this Agreement, and the Fund reorganization contemplated hereby, shall have filed received the required approval from contractholders with the Commission a registration statement on Form N-14 under the 1933 Act, and such amendments thereto as may be necessary or desirable for the registration of the shares issued by the Fund to Continuing Account A in exchange for Account A's investment portfolio and for the registration of the separate account interests in Continuing Separate Account A to Contract Owners in exchange for the outstanding securities of Account A held by the Contract Owners, thereby effecting the purposes of the Reorganization; provided, however, such filing shall not be required if counsel to Account A and the Fund determine that registration on Form N-14 is not necessary in accordance with advice of the staff of the Commission with respect to conversion transactions similar to the Reorganization.Ten; (e) The Fund Board of Trustees of the Trust shall have filed taken the following actions at a notification of registration on Form N-8A under the 1940 Act, meeting duly called for such purposes: (1) approve this Agreement and adopt it as a registration statement on Form N-1A under the 1933 Act and the 1940 Act, and such amendments thereto as may be necessary or desirable to effect the purposes valid obligation of the Reorganization;Trust and legally binding upon it; and (2) authorize the issuance by the Trust of shares at net asset per share value on the Closing Date in exchange for the portfolio assets of Separate Account Ten as contemplated by this Agreement. (f) On behalf At a meeting of Account A, American Fidelity shall the shareholders of the Fund called for such purpose (or any adjournments thereof) the shareholders will have filed on Form N-4 approved a post-effective amendment to change in the registration statement of Account A Fund's subclassification under the 1933 1940 Act and the 1940 Act, and such amendments thereto as may be necessary or desirable from a diversified company to effect the purposes of the Reorganization;a non-diversified company; and (g) The appropriate parties Each party shall have taken all actions necessary furnished, as reasonably requested by any other party, other legal opinions, officers' certificates, incumbency certificates, certified copies of board and committee resolutions, good standing certificates, and other closing documentation as may be appropriate for the filings required by paragraphs 3.02a transaction of this type.