Representations and Warranties by the Trust. The Trust represents and warrants that:
Representations and Warranties by the Trust. The Trust represents and warrants to the Governor Funds that:
Representations and Warranties by the Trust. The Trust represents, warrants to and agrees with the Distributor, as of the date hereof and as of each Offering Date and Settlement Date, that:
Representations and Warranties by the Trust. The Trust represents and warrants to each Underwriter as of the date hereof, as of the Closing Time referred to in Section 2(c) hereof, and as of each Date of Delivery (if any) referred to in Section 2(b) hereof, and agrees with each Underwriter, as follows:
Representations and Warranties by the Trust. The Trust represents and warrants to ING Funds as of the date hereof as follows:
Representations and Warranties by the Trust. The Trust represents and warrants to the Acquiring Trust that:
Representations and Warranties by the Trust. The Trust represents and warrants to Federal Fund that:
Representations and Warranties by the Trust. The Trust represents and warrants to the Governor Funds that: (a) The Trust is a business trust created under the laws of the State of Delaware on August 11, 2000, and is validly existing and in good standing under the laws of that state. The Trust, of which the Vision Portfolio is a diversified separate series of shares, is duly registered under the 1940 Act, as an open-end, management investment company, such registration is in full force and effect as of the date hereof or will be in full force and effect as of the Closing and all of its shares sold have been sold pursuant to an effective registration statement filed under the 1933 Act, except for any shares sold pursuant to the private offering exemption for the purpose of raising initial capital. (b) The Trust is authorized to issue an unlimited number of shares of beneficial interest, without par value. Each outstanding share is fully paid, non-assessable and has full voting rights and, except for any shares sold pursuant to the private offering exemption for purposes of raising initial capital, is fully transferable. The shares of beneficial interest of the Vision Portfolio to be issued pursuant to this Agreement will be fully paid, non-assessable, fully transferable and have full voting rights. (c) At the Closing, the shares of beneficial interest of the Vision Portfolio will be eligible for offering to the public in those states of the United States and jurisdictions in which the Investor Shares of the Governor Portfolio are presently eligible for offering to the public, and there are a sufficient number of such shares registered under the 1933 Act, to permit the transfers contemplated by this Agreement to be consummated. (d) The Trust has the necessary power and authority to conduct its business as such business is now being conducted. (e) The Trust is not a party to or obligated under any provision of its Agreement and Declaration of Trust, By-laws, or any material contract or any other material commitment or obligation, and is not subject to any order or decree, which would be violated by its execution of or performance under this Agreement. (f) Neither the Trust nor the Vision Portfolio is under the jurisdiction of a Court in a Title 11 or similar case within the meaning of Section 368(a)(3)(A) of the Code. (g) The Trust does not have any unamortized or unpaid organizational fees or expenses. (h) The books and records of the Vision Portfolio made available to the Governor Funds and/or its coun...
Representations and Warranties by the Trust and the Acquiring Trust ---------------------------------------------------------------------- The Trust and the Acquiring Trust each represents and warrants to the other that:
Representations and Warranties by the Trust. The Trust represents and warrants that the Trust will promptly provide USBFS any amendment(s) to the Trust AML Program, which will be subject to the terms of the Agreement, as amended hereby, upon delivery to USBFS.
