Common use of CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND Clause in Contracts

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Acquired Fund to consummate the transactions provided herein shall be subject, at its election, to the performance by the Acquiring Fund of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions: 7.1 All representations and warranties of the Acquiring Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date. 7.2 The Acquiring Fund shall have delivered to the Acquired Fund on the Closing Date a certificate executed in its name by its President or Vice President and its Treasurer, in form and substance satisfactory to the Acquired Fund, to the effect that the representations and warranties of the Acquiring Fund made in this Agreement are true and correct in all material respects at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, and as to such other matters as the Acquired Fund shall reasonably request. 7.3 There shall not have been any material adverse change in the Acquiring Fund's financial condition, assets, liabilities or business since the date hereof other than changes occurring in the ordinary course of business, or any incurrence by the Acquiring Fund of any indebtedness, except as otherwise disclosed to and accepted by the Acquired Fund. 8.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Acquired Fund to consummate the transactions provided herein shall be subject, at its election, to the performance by the Acquiring Fund of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions: 7.1 All representations and warranties of the Acquiring Fund Corporation contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date. 7.2 The Acquiring Fund Corporation shall have delivered to the Acquired Fund on the Closing Date a certificate executed in its name by its President or Vice President and its Treasurer, in form and substance satisfactory to the Acquired Fund, to the effect that the representations and warranties of the Acquiring Fund Corporation made in this Agreement are true and correct in all material respects at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, and as to such other matters as the Acquired Fund shall reasonably request. 7.3 There shall not have been any material adverse change in the Acquiring Fund's financial condition, assets, liabilities or business since the date hereof other than changes occurring in the ordinary course of business, or any incurrence by the Acquiring Fund of any indebtedness, except as otherwise disclosed to and accepted by the Acquired Fund. 8.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Acquired Fund to consummate the transactions provided herein shall be subject, at its election, to the performance by the Acquiring Fund of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions: 7.1 All representations and warranties of the Acquiring Fund Federated Trust contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date. 7.2 The Acquiring Fund Federated Trust shall have delivered to the Acquired Fund on the Closing Date a certificate executed in its name by its President or Vice President and its Treasurer, in form and substance satisfactory to the Acquired Fund, to the effect that the representations and warranties of the Acquiring Fund Federated Trust made in this Agreement are true and correct in all material respects at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, and as to such other matters as the Acquired Fund shall reasonably request. 7.3 There shall not have been any material adverse change in the Acquiring Fund's financial condition, assets, liabilities or business since the date hereof other than changes occurring in the ordinary course of business, or any incurrence by the Acquiring Fund of any indebtedness, except as otherwise disclosed to and accepted by the Acquired Fund. 8.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Trust, on behalf of the Acquired Fund Fund, to consummate the transactions provided for herein shall be subject, at its the Trust s election, to the performance by the Acquiring Fund Trust, on behalf of the acquiring Fund, of all the obligations to be performed by it hereunder on or before the Closing Date Date, and, in addition thereto, the following further conditions: 7.1 6.1. All representations and warranties of the Trust, on behalf of the Acquiring Fund Fund, contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreementagreement, as of the Closing Date Date, with the same force and effect as if made on and as of the Closing Date; 6.2. 7.2 The Acquiring Fund Trust, on behalf of the acquiring Fund, shall have delivered to the Acquired acquired Fund on the Closing Date a certificate executed in its name by its the Trust s President or Vice President and its Treasurer or Assistant Treasurer, in form and substance satisfactory to dated as of the Acquired FundClosing Date, to the effect that the representations and warranties of the Acquiring Fund Trust, on behalf of the acquiring Fund, made in this Agreement agreement are true and correct in all material respects at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreementagreement; 6.3. The Trust, on behalf of the acquiring Fund, shall have performed all of the covenants and as complied with all of the provisions required by this agreement to such other matters as be performed or complied with by the Acquired Trust, on behalf of the acquiring Fund, on or before the Closing Date; and 6.4. The number of full and fractional Class A, Class B, Class C, Class K and Class Y acquiring Fund Shares to be issued in connection with the Reorganization shall reasonably request. 7.3 There shall not have been any material adverse change calculated in the Acquiring Fund's financial condition, assets, liabilities or business since the date hereof other than changes occurring in the ordinary course of business, or any incurrence by the Acquiring Fund of any indebtedness, except as otherwise disclosed to and accepted by the Acquired Fundaccordance with paragraph 1.1. 87.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Acquired Fund to consummate the transactions provided for herein shall be subject, at its election, to the performance by the Acquiring Fund of all the obligations to be performed by it hereunder on or before the Closing Date Date, and, in addition thereto, the following further conditions: 7.1 6.1. All representations and warranties of the Acquiring Fund Muni Funds contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date Date, with the same force and effect as if made on and as of the Closing Date; and there shall be (i) no pending or threatened litigation brought by any person (other than Acquired Fund, its adviser or any of their affiliates) against the Acquired Fund, the Acquiring Fund or their advisers, directors, trustees or officers that may result in material liability on the part of any such person or entity and (ii) no facts known to the Acquired Fund which the Acquired Fund reasonably believes might result in such litigation. 7.2 As of the Valuation Time and the Closing, there shall have been no material adverse change in the financial condition of the Acquiring Fund since March 31, 1999 other than those changes occurring in the ordinary course of business as an investment company. 6.2. The Acquiring Fund shall have delivered to the Acquired Fund on the Closing Date a certificate executed in its name by its President or a Vice President and its TreasurerPresident, in a form and substance reasonably satisfactory to the Acquired FundFund and dated as of the Closing Date, to the effect that the representations and warranties of the Acquiring Fund Muni Funds, made in this Agreement are true and correct in all material respects at on and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, that the Acquiring Fund has performed and complied in all material respects with each of its agreements and covenants required by this Agreement to be performed or complied with by it prior to or at the Valuation Time and the Closing and as to such other matters as the Acquired Fund shall reasonably request. 7.3 There 6.3. The Acquired Fund shall not have received on the Closing Date an opinion of Wixxxxx Xxxx & Gaxxxxxxx, in a form reasonably satisfactory to the Acquired Fund, and dated as of the Closing Date, to the effect that: (a) Muni Funds has been formed in accordance with its organizational documents under Massachusetts law and is an existing business trust. (b) The Acquiring Fund has the power to carry on its business as presently conducted in accordance with the description thereof in the Muni Funds' registration statement under the 1940 Act. (c) The Agreement has been duly authorized, executed and delivered by Muni Funds, on behalf of the Acquiring Fund, and constitutes a valid and legally binding obligation of Muni Funds, on behalf of the Acquiring Fund, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, arrangement, moratorium and laws of general applicability relating to or affecting creditors' rights and subject to general equity principles in any material adverse change proceeding, whether at law or in equity, provided, however, that no opinion need be given as to the enforceability of any provision of the Agreement relating to indemnification. (d) The execution and delivery of the Agreement did not, and the consummation of the transactions contemplated herein will not, violate the Acquiring Fund's financial conditionDeclaration of Trust, assets, liabilities or business since the date hereof other than changes occurring in the ordinary course of businessas amended, or any incurrence By-laws; or other organizational documents. (e) To the knowledge of such counsel, all regulatory consents, authorizations, approvals or filings required to be obtained or made by the Acquiring Fund under the Federal laws of the United States or the laws of The Commonwealth of Massachusetts for the exchange of the Acquired Fund's assets for Acquiring Fund Shares, pursuant to the Agreement have been obtained or made. (f) The Acquiring Shares are duly authorized and, upon delivery to the Acquired Fund following receipt by the Acquiring Fund of any indebtednessthe Assets of the Acquired Fund as provided in the Agreement, except as otherwise disclosed to will be validly issued, fully paid and accepted by non-assessable (recognizing that, under Massachusetts law, Acquiring Fund Shareholders, under certain circumstances could be held personally liable for the obligation of the Acquired Fund) and will not be subject to any preemptive rights arising under Massachusetts Law or under the Declaration of Trust or other organizational documents. 8(g) To such counsel's knowledge, no shareholder of the Acquiring Fund has any option or warrant to subscribe or purchase in respect to the Acquiring Shares. (h) The execution and delivery of the Agreement did not, and the compliance by the Acquiring Fund with all the provisions of the Agreement will not, violate any material contract known to such counsel; (i) No consent, approval, authorization, order, registration or qualification of or with any federal or Massachusetts governmental agency or body, or any federal or Massachusetts court, is required for the Acquiring Fund to enter into the Agreement or to comply with all of the provisions of the Agreement, except such as have been obtained under the 1933 Act, the 1934 Act, the 1940 Act, the rules and regulations thereunder and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws. Such opinion may state that it is solely for the benefit of the Acquired Fund, its directors and its officers. Such counsel may rely on certificates of officers or trustees of the Acquiring Fund and as to matters governed by the laws of the Commonwealth of Massachusetts on an opinion of Massachusetts counsel. Such opinion also shall include such other matters incident to the transaction contemplated hereby, as the Acquired Fund may reasonably request. 6.4. The Acquiring Fund shall have performed all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by the Acquiring Fund on or before the Closing Date. 6.5 The Acquiring Fund shall have duly executed and delivered to the Acquired Fund an assumption of stated liabilities certificate and other instruments as the Acquired Fund may deem necessary or desirable dated as of the Closing pursuant to which the Acquiring Fund will assume all of the stated liabilities of the Acquired Fund in connection with the transactions contemplated by this agreement. 7.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Acquired Fund to consummate the transactions provided for herein shall be subject, at the election of its electionBoard of Trustees, to the performance by MST, on behalf of the Acquiring Fund Fund, of all the obligations to be performed by it hereunder on or before the Closing Date Date, and, in addition thereto, the following further conditions: 7.1 All representations and warranties of MST, on behalf of the Acquiring Fund Fund, contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date Date, with the same force and effect as if made on and as of the Closing Date. 7.2 The ; MST, on behalf of the Acquiring Fund, shall have executed and delivered to the Acquired Fund an Assumption of Liabilities, certified by an officer of the Acquiring Fund, dated as of the Closing Date pursuant to which MST, on behalf of the Acquiring Fund, assumes all of the Liabilities of the Acquired Fund existing on the Valuation Date; MST, on behalf of the Acquiring Fund, shall have delivered to the Acquired Fund on the Closing Date a certificate executed in its name by its MST’s President or Vice President and its Treasurer, in form Treasurer or Assistant Treasurer and substance satisfactory to dated as of the Acquired Fund, Closing Date to the effect that the representations and warranties of MST, on behalf of the Acquiring Fund Fund, made in this Agreement are true and correct in all material respects at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement; MST, and as to such other matters as the Acquired Fund shall reasonably request. 7.3 There shall not have been any material adverse change in on behalf of the Acquiring Fund's financial condition, assetsshall have performed all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by MST, liabilities or business since the date hereof other than changes occurring in the ordinary course on behalf of business, or any incurrence by the Acquiring Fund, on or before the Closing Date; and The number of full and fractional Acquiring Fund of any indebtedness, except as otherwise disclosed Shares to and accepted by be issued in connection with the Acquired Fund. 8Reorganization shall have been calculated in accordance with paragraph 1.1.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Trust, on behalf of the Acquired Fund Fund, to consummate the transactions provided for herein shall be subject, at its the Trust's election, to the performance by the Trust, on behalf of the Acquiring Fund Fund, of all the obligations to be performed by it hereunder on or before the Closing Date Date, and, in addition thereto, the following further conditions: 7.1 6.1. All representations and warranties of the Trust, on behalf of the Acquiring Fund Fund, contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date Date, with the same force and effect as if made on and as of the Closing Date; 6.2. 7.2 The Trust, on behalf of the Acquiring Fund Fund, shall have delivered to the Acquired Fund on the Closing Date a certificate executed in its name by its the Trust's President or Vice President and its Treasurer or Assistant Treasurer, in form and substance satisfactory to dated as of the Acquired FundClosing Date, to the effect that the representations and warranties of the Trust, on behalf of the Acquiring Fund Fund, made in this Agreement are true and correct in all material respects at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement; 6.3. The Trust, and as to such other matters as the Acquired Fund shall reasonably request. 7.3 There shall not have been any material adverse change in on behalf of the Acquiring Fund's financial condition, assets, liabilities shall have performed all of the covenants and complied with all of the provisions required by this Agreement to be performed or business since the date hereof other than changes occurring in the ordinary course of business, or any incurrence complied with by the Trust, on behalf of the Acquiring Fund, on or before the Closing Date; and 6.4. The number of full and fractional Class A, Class B, Class C, Class K and Class Y Acquiring Fund of any indebtedness, except as otherwise disclosed Shares to and accepted by be issued in connection with the Acquired FundReorganization shall have been calculated in accordance with paragraph 1.1. 87.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Acquired Fund to consummate the transactions provided herein shall be subject, at its election, to the performance by the Acquiring Fund of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions: 7.1 All representations and warranties of the Acquiring Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date. 7.2 The Acquiring Fund shall have delivered to the Acquired Fund on the Closing Date a certificate executed in its name by its President or Vice President and its Treasurer, in form and substance satisfactory to the Acquired Fund, to the effect that the representations and warranties of the Acquiring Fund made in this Agreement are true and correct in all material respects at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, and as to such other matters as the Acquired Fund shall reasonably request. 7.3 There shall not have been any material adverse change in the Acquiring Fund's financial condition, assets, liabilities or business since the date hereof other than changes occurring in the ordinary course of business, or any incurrence by the Acquiring Fund of any indebtedness, except as otherwise disclosed to and accepted by the Acquired Fund. 8.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Acquired Fund to consummate the transactions provided herein shall be subject, at its election, to the performance by the Acquiring Fund of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions: 7.1 All representations and warranties of the Acquiring Fund Federated Trust contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date. 7.2 The Acquiring Fund shall have delivered to the Acquired Fund on the Closing Date a certificate executed in its name by its President or Vice President and its Treasurer, in form and substance satisfactory to the Acquired Fund, to the effect that the representations and warranties of the Acquiring Fund made in this Agreement are true and correct in all material respects at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, and as to such other matters as the Acquired Fund shall reasonably request. 7.3 There shall not have been any material adverse change in the Acquiring Fund's financial condition, assets, liabilities or business since the date hereof other than changes occurring in the ordinary course of business, or any incurrence by the Acquiring Fund of any indebtedness, except as otherwise disclosed to and accepted by the Acquired Fund. 8.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Acquired Fund to consummate the transactions provided herein shall be subject, at its election, to the performance by the Acquiring Fund of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions: 7.1 All representations and warranties of the Acquiring Fund Trust contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date. 7.2 The Acquiring Fund shall have delivered to the Acquired Fund on the Closing Date a certificate executed in its name by its President or Vice President and its Treasurer, in form and substance satisfactory to the Acquired Fund, to the effect that the representations and warranties of the Acquiring Fund Trust made in this Agreement are true and correct in all material respects at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, and as to such other matters as the Acquired Fund shall reasonably request. 7.3 There shall not have been any material adverse change in the Acquiring Fund's financial condition, assets, liabilities or business since the date hereof other than changes occurring in the ordinary course of business, or any incurrence by the Acquiring Fund of any indebtedness, except as otherwise disclosed to and accepted by the Acquired Fund. 8.