MXXXXXX xxx is registered as an investment company classified as an open-end management company under the 1940 Act and its registration with the SEC as an investment company is in full force and effect;
MXXXXXX xxx, on behalf of the Acquiring Fund, represents and warrants to the Acquired Funds as follows:
MXXXXXX xxx, on behalf of the Acquired Funds, shall have delivered to the Acquiring Fund at the Closing a certificate executed on behalf of the Acquired Fund, by MXXXXXX.xxx’s President, Treasurer, or Secretary, in form and substance satisfactory to the Acquiring Fund and dated as of the Closing Date, to the effect that the representations and warranties of MXXXXXX.xxx and the Acquired Funds made herein are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated herein and as to such other matters as the Acquiring Fund shall reasonably request.
MXXXXXX xxx is a statutory trust duly created pursuant to its Agreement and Declaration of Trust, is validly existing and in good standing under the laws of Delaware, and the Agreement and Declaration of Trust directs its trustees to manage the affairs of MXXXXXX.xxx and the Acquired Funds and grants them all powers necessary or desirable to carry out such responsibility, including administering the Acquired Funds’ business as described in the prospectus of the Acquired Funds.
MXXXXXX. Xxxxxx International shall guarantee the Obligations of each of the other Revolving Borrowers and each of the Subsidiary Swingline Borrowers pursuant to Article XI hereof.
MXXXXXX. The term “MxXxxxx” shall have the meaning set forth in the preamble.
MXXXXXX xxx, on behalf of the Acquired Funds, covenants that the corresponding Acquiring Fund Shares to be issued hereunder are not being acquired for the purpose of making any distribution thereof, other than in accordance with the terms of this Agreement.
MXXXXXX xxx, on behalf of the Acquired Funds, will assist the Acquiring Fund in obtaining such information as the Acquiring Fund reasonably requests concerning the beneficial ownership of shares of the Acquired Funds.
MXXXXXX xxx, on behalf of the Acquired Funds, shall furnish to the Acquiring Fund on the Closing Date, a final statement of the total amount of such Acquired Funds’ assets and liabilities as of the Closing Date.
MXXXXXX xxx, on behalf of the Acquiring Fund, has prepared and filed, or will prepare and file, with the Securities and Exchange Commission (the “SEC”) a registration statement on Form N-14, and the current prospectus and statement of additional information of the Acquiring Fund, under the Securities Act of 1933, as amended (the “1933 Act”), relating to the Acquiring Fund Shares (the “Registration Statement”). The Acquired Funds have provided or will provide the Acquiring Fund with the Proxy Materials for inclusion in the Registration Statement, prepared in accordance with paragraph 4.1, and with such other information and documents relating to the Acquired Funds as are requested by the Acquiring Fund and as are reasonably necessary for the preparation of the Registration Statement.
