COVENANTS OF EACH FUND Sample Clauses

COVENANTS OF EACH FUND. (i) Each Fund covenants to operate its business as presently conducted between the date hereof and the Closing Date.
Sample 1Sample 2Sample 3See All (7)
AutoNDA by SimpleDocs
COVENANTS OF EACH FUND. (i) Each of the Target Fund and the Acquiring Fund covenants to operate its business as presently conducted or as otherwise reported to the Fund’s Board of Trustees between the date hereof and the Closing Date.
Sample 1Sample 2
COVENANTS OF EACH FUND. (i) Each Fund covenants to operate its business as presently conducted between the date hereof and the Closing Date. (ii) Each of the Funds agrees that by the Closing Date all of its U.S. federal and other tax returns and reports required to be filed on or before such date shall have been filed and all taxes shown as due on said returns either have been paid or adequate liability reserves have been provided for the payment of such taxes. (iii) The intention of the parties is that the transaction contemplated by this Agreement will qualify as a "reorganization" within the meaning of Section 368(a) of the Code. Neither the Acquiring Fund nor the Target Fund shall take any action or cause any action to be taken (including, without limitation, the filing of any tax return) that is inconsistent with such treatment or results in the failure of the transaction to qualify as a reorganization within the meaning of Section 368(a) of the Code. At or prior to the Closing Date, the Acquiring Fund and the Target Fund will take such action, or cause such action to be taken, as is reasonably necessary to enable Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP ("Skadden"), special counsel to the Funds, to render the tax opinion required herein (including, without limitation, each party's execution of representations reasonably requested by and addressed to Skadden). (iv) In connection with this covenant, the Funds agree to cooperate with each other in filing any tax return, amended return or claim for refund, determining a liability for taxes or a right to a refund of taxes or participating in or conducting any audit or other proceeding in respect of taxes. The Acquiring Fund agrees to retain for a period of ten (10) years following the Closing Date all returns, schedules and work papers and all material records or other documents relating to tax matters of the Target Fund for each of such Fund's taxable periods ending on or before the Closing Date. (b)
Sample 1Sample 2

Related to COVENANTS OF EACH FUND

  • Covenants of Each Stockholder Until the termination of this Agreement in accordance with Section 8, each Stockholder, severally and not jointly, agrees as follows:

  • Covenants of Each Pledgor Each Pledgor covenants and agrees with the U.S. Collateral Agent and the other Secured Parties that, from and after the date of this Agreement until the earlier to occur of (i) the Loans, any Reimbursement Obligations, and all other Obligations then due and owing shall have been paid in full in cash, no Letter of Credit shall be outstanding (except for Letters of Credit that have been cash collateralized in a manner satisfactory to the Issuing Lender) and the Commitments shall have terminated or (ii) as to any Pledgor, all the Capital Stock of such Pledgor shall have been sold or otherwise disposed of (to a Person other than Holdings, the Parent Borrower or a Subsidiary of either) as permitted under the terms of the Credit Agreement:

  • COVENANTS OF THE STOCKHOLDER Section 1.01.

  • Covenants of the Trust The Trust covenants and agrees to the following:

  • COVENANTS OF THE FUNDS 5.1 The Acquired Fund will operate the Acquired Fund's business in the ordinary course of business between the date hereof and the Closing Date. It is understood that such ordinary course of business will include the declaration and payment of customary dividends and other distributions and any other dividends and other distributions necessary or advisable (except to the extent dividends or other distributions that are not customary may be limited by representations made in connection with the issuance of the tax opinion described in Paragraph 8.5 hereof), in each case payable either in cash or in additional shares.

  • Covenants of the Fund The Fund covenants with the Underwriter as follows:

  • Covenants of the Vendor The Vendor covenants and agrees with the Purchaser as follows:

  • COVENANTS OF LESSEE Lessee hereby covenants and agrees with Lessor as follows:

  • Covenants of the Bank The Bank covenants and agrees with the Underwriters that:

  • Covenants of Parties The Parties hereby covenant and agree as follows:

Time is Money Join Law Insider Premium to draft better contracts faster.