REPRESENTATIONS AND WARRANTIES OF THE TARGET FUND. The Target Fund represents and warrants to, and agrees with, the Acquiring Fund that:
REPRESENTATIONS AND WARRANTIES OF THE TARGET FUND. The Target Fund represents and warrants to, and agrees with, the Acquiring Fund that: (a) The Target Fund is a trust, with transferable shares, duly organized,validly existing and in good standing under the laws of the jurisdiction of its organization, and has the power and authority to own all of its assets and to carry out this Agreement. The Target Fund has all necessary federal, state and local authorizations to carry on its business as it is now being conducted and to carry out this Agreement. (b) The Target Fund is duly registered under the 1940 Act as a diversified, closed end management investment company, and such registration has not been revoked or rescinded and is in full force and effect. (c) The Target Fund has full power and authority to enter into and perform its obligations under this Agreement, subject, in the case of consummation of the Reorganization, to the approval and adoption of this Agreement and the Reorganization by the shareholders of the Target Fund as described in Section 9(a) hereof. The execution, delivery and performance of this Agreement has been duly authorized by all necessary action of its board of trustees and this Agreement constitutes a valid and binding contract enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, moratorium, fraudulent conveyance and similar laws relating to or affecting creditors' rights generally and court decisions with respect thereto. (d) The Target Fund has furnished the Acquiring Fund with the Target Fund's Annual Report to Shareholders for the year ended December 31, 2008, and the audited financial statements appearing therein fairly present the financial position of the Target Fund as of the respective dates indicated, in conformity with GAAP. (e) An unaudited statement of assets, liabilities and capital of the Target Fund and an unaudited schedule of investments of the Target Fund (which shall include dates of acquisition and tax costs), in each case, with values determined as provided in Section 5 of this Agreement, each as of the Valuation Date (together, the "Target Fund Closing Financial Statements"), will be furnished to the Acquiring Fund at or prior to the Closing Date for the purpose of determining the number of Acquiring Fund Common Shares and Acquiring Fund Preferred Shares to be issued to the Target Fund pursuant to Section 5 hereof; the Target Fund Closing Financial Statements will fairly present the financial position of the Target Fund ...
REPRESENTATIONS AND WARRANTIES OF THE TARGET FUND. Except as has been fully disclosed to the Acquiring Fund in a written instrument executed by an officer of the Trust, the Target Fund represents and warrants to the Acquiring Fund as follows:
REPRESENTATIONS AND WARRANTIES OF THE TARGET FUND. Each Target Entity on behalf of itself or, where applicable, a Target Fund hereby represents and warrants to the Acquiring Entity and its corresponding Acquiring Fund, which representations and warranties are true and correct on the date hereof, and agrees with the Acquiring Entity and its corresponding Acquiring Fund that:
REPRESENTATIONS AND WARRANTIES OF THE TARGET FUND. Except as has been fully disclosed to the Acquiring Fund in a written instrument executed by the Managing Member of Upholdings LLC, Upholdings LLC represents and warrants to Alpha Trust as follows:
REPRESENTATIONS AND WARRANTIES OF THE TARGET FUND. The Target Fund represents and warrants to the Surviving Fund that the statements contained in this Section 2.2 are correct and complete in all material respects as of the execution of this Agreement. The Target Fund represents and warrants to, and agrees with, the Surviving Fund that:
