Common use of Warranties and Conditions Clause in Contracts

Warranties and Conditions. SECTION 3.01. The Growth Account, Money Market Account, Bond Account, PVLICO and the Fund, as appropriate, make the 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 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 paragraphs (a) or (b) above, instituted or commenced against it, such party shall immediately notify and advise ALL other parties to this Agreement; (d) Immediately prior to the Effective Time, PVLICO shall have valid and unencumbered title to the portfolio assets of the Growth Account, Money Market Account and 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, by PVLICO or by the Growth Account, Money Market Account, or Bond Account 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 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. 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 (d) PVLICO and the Growth Account shall have filed with the Commission one or more post-effective amendments to their registration statement under the Securities Act of 1933 (the "1933 Act") as are necessary or desirable in connection with the reorganization contemplated by this Agreement; the Fund shall have filed a notification of registration under the 1940 Act, a registration statement 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; and the registration statement for the Fund under the 1933 Act and the 1940 Act and an amendment to the registration statement under the 1933 Act of the Growth Account reflecting the reorganization shall have been declared effective as of the Closing Date; (e) At policyowners' meetings called for such purposes (or any adjournments thereof), a majority of the outstanding 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. The Growth AccountSection 3.01 Account A, Money Market Account, Bond Account, PVLICO American Fidelity and the Fund, as appropriate, make the fol-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 is 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 paragraphs paragraph (a) or (b) above, instituted or commenced against it, such party it shall immediately notify and advise ALL all other parties to this Agreement; (d) Immediately prior to the Effective Time, PVLICO American Fidelity, on behalf of Account A, shall have valid and unencumbered title to the portfolio assets of the Growth Account, Money Market Account and Bond AccountA, 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, by PVLICO American Fidelity or by the Growth AccountAccount A, Money Market Account, or Bond Account 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 by 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. 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 asas 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) PVLICO Account A and the Growth Account Fund shall have filed with the Commission one or more post-effective amendments to their a registration statement on Form N-14 under the Securities Act of 1933 (the "1933 Act") , and such amendments thereto as are may be necessary or desirable for the registration of the shares issued by the Fund to Continuing Account A in connection with exchange for Account A's investment portfolio and for the reorganization contemplated registration of the separate account interests in Continuing Account A to Contract Owners in exchange for the outstanding securities of Account A held by this Agreement; the Contract Owners, thereby effecting the purposes of 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; and Reorganization; (f) On behalf of Account A, American Fidelity shall have filed on Form N-4 a post-effective amendment to the registration statement for the Fund of Account A under the 1933 Act and the 1940 Act Act, and an amendment such amendments thereto as may be necessary or desirable to effect the registration statement under the 1933 Act purposes of the Growth Account reflecting the reorganization shall have been declared effective as of the Closing DateReorganization; (eg) At policyowners' meetings called The appropriate parties shall have taken all actions necessary for such purposes (or any adjournments thereof), a majority of the outstanding 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)filings required by paragraphs 3.02

Warranties and Conditions. SECTION 3.01. The Growth AccountIDS Life, Money Market Accountthe Current Funds, Bond Account, PVLICO and the New VP Fund, as appropriate, make the fol-following representations and warranties, which shall survive the Closing Date and bind their respective successors and assigns (e.g., 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 is 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 paragraphs (ae) or (bf) above, instituted or commenced against it, such party shall immediately notify and advise ALL all other parties to this Agreement; (dh) Immediately prior to the Effective Time, PVLICO IDS Life shall have valid and unencumbered title to the portfolio assets of the Growth Account, Money Market Account and Bond Accounteach Current Fund, except with respect to those assets for which payment has not yet been made; and; (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, by PVLICO or by the Growth Account, Money Market AccountIDS Life, or Bond Account each 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 by their 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; (j) Other than with respect to contracts entered into in connection with the portfolio management and custody of 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 the Agreement by each party 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 the Agreement 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 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. 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 asas they and their counsel reasonably deem necessary, and shall have made all necessary filings, if any, with, and received all necessary approvals from, state securities or insurance authorities; (d) PVLICO and the Growth Account The VP Corporation shall have filed with the Commission one or more post-effective amendments to their a registration statement on Form N-14 under the Securities 1933 Act of 1933 (the "1933 Act") and such amendments thereto as are may be necessary or desirable in connection with to effect the reorganization contemplated by this Agreement; purposes of the Fund Reorganization; (e) The 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 register the New VP Fund and its shares; (f) Each Current Fund shall have filed on Form N-4 a post-effective amendment to its registration statement under the 1933 Act and the 1940 Act, and such preadditional post-effective amendments thereto as may be necessary or desirable to effect the purposes of the reorganization; and the registration statement for the Fund under the 1933 Act and the 1940 Act and an amendment to the registration statement under the 1933 Act of the Growth Account reflecting the reorganization shall have been declared effective as of the Closing DateReorganization; (eg) At policyowners' meetings called The appropriate parties shall have taken all actions necessary for such purposes (or any adjournments thereof), a majority of the outstanding 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)filings required by paragraphs 3.02

Warranties and Conditions. SECTION 3.01. The Growth AccountAccounts, Money Market AccountIntegrity, Bond Account, PVLICO and the FundTrust, as appropriate, make the fol-following representations and warranties, which shall survive the closing 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 is 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 paragraphs (a) or (b) above, instituted or commenced against it, such party shall immediately notify and advise ALL all other parties to this Agreement; (d) Immediately prior to the Effective Time, PVLICO Integrity shall have valid and unencumbered title to the portfolio assets of the Growth Account, Money Market Separate Account and Bond AccountTen, 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, by PVLICO Integrity, or by the Growth AccountAccounts, Money Market Account, or Bond Account 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 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. 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 contemplated hereby; (c) The appropriate parties Trust and Separate Account II shall have received orders from the Commission providing make such exemptions and approvals as (d) PVLICO and the Growth Account shall have filed filings with the Commission one or more post-effective amendments to their registration statement under the Securities Act of 1933 (the "1933 Act") as are deemed necessary or desirable in connection with the reorganization contemplated by this Agreement; the Fund shall have filed a notification of registration under the 1940 Act, a registration statement 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; and the registration statement for the Fund under the 1933 Act and the 1940 Act and an amendment to the registration statement under the 1933 Act of the Growth Account reflecting the reorganization shall have been declared effective as of the Closing Date; (ed) At policyownersa contractholders' meetings meeting called for such purposes (or any adjournments thereof), a majority this Agreement, and the reorganization contemplated hereby, shall have received the required approval from contractholders with interests in Separate Account Ten; (e) The Board of Trustees of the outstanding voting securities Trust shall have taken the following actions at a meeting duly called for such purposes: (1) approve this Agreement and adopt it as defined a valid obligation of the 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) At a meeting of the shareholders of the Fund called for such purpose (or any adjournments thereof) the shareholders will have approved a change in the Fund's subclassification under the 1940 Act from a diversified company to a non-diversified company; and (g) Each party shall have furnished, as reasonably requested by any other party, other legal opinions, officers' certificates, incumbency certificates, certified copies of board and the rules thereunder) committee resolutions, good standing certificates, and other closing documentation as may be appropriate for a transaction of the Growth Account, Money Market Account and Bond Account, respectively (except as to clauses (e)(1) and (e)this type.

Warranties and Conditions. SECTION 3.01. The Growth AccountSection 3.01 Account A, Money Market Account, Bond Account, PVLICO American Fidelity and the Fund, as appropriate, make the fol-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 is 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 paragraphs paragraph (a) or (b) above, instituted or commenced against it, such party it shall immediately notify and advise ALL all other parties to this Agreement; (d) Immediately prior to the Effective Time, PVLICO American Fidelity, on behalf of Account A, shall have valid and unencumbered title to the portfolio assets of the Growth Account, Money Market Account and Bond AccountA, 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, by PVLICO American Fidelity or by the Growth AccountAccount A, Money Market Account, or Bond Account 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 by 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. 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 asas 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) PVLICO Account A and the Growth Account Fund shall have filed with the Commission one or more post-effective amendments to their a registration statement on Form N-14 under the Securities Act of 1933 (the "1933 Act") , and such amendments thereto as are may be necessary or desirable for the registration of the shares issued by the Fund to Continuing Account A in connection 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 reorganization contemplated by this Agreement; 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; and Reorganization; (f) On behalf of Account A, American Fidelity shall have filed on Form N-4 a post-effective amendment to the registration statement for the Fund of Account A under the 1933 Act and the 1940 Act Act, and an amendment such amendments thereto as may be necessary or desirable to effect the registration statement under the 1933 Act purposes of the Growth Account reflecting the reorganization shall have been declared effective as of the Closing DateReorganization; (eg) At policyowners' meetings called The appropriate parties shall have taken all actions necessary for such purposes (or any adjournments thereof), a majority of the outstanding 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)filings required by paragraphs 3.02