Common use of Representations, Warranties and Agreements Clause in Contracts

Representations, Warranties and Agreements. The Selling Corporation and the Selling Fund will have complied with this Agreement and each of the representations and warranties in this Agreement will be true in all material respects as of the Closing. An officer of the Selling Corporation will provide a certificate to the Buying Fund confirming that, as of the Closing, the representations and warranties set forth in Section 6 are true and correct and that there have been no material adverse changes in the financial condition, results of operations, business, properties or assets of the Selling Fund since the date of its last financial statement, except as otherwise indicated in any financial statements, certified by an officer of the Selling Corporation, and delivered to the Buying Fund on or prior to the last business day before the Closing.

Appears in 20 contracts

Samples: Agreement and Plan of Reorganization (Riversource Large Cap Series, Inc.), Agreement and Plan of Reorganization (Axp Variable Portfolio Income Series Inc), Agreement and Plan of Reorganization (Riversource Diversified Income Series Inc)

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Representations, Warranties and Agreements. The Selling Corporation and the Selling Buying Fund will have complied with this Agreement and each of the representations and warranties in this Agreement will be true in all material respects as of the Closing. An officer of the Selling Buying Corporation will provide a certificate to the Buying Selling Fund confirming that, as of the Closing, the representations and warranties set forth in Section 6 5 are true and correct and that there have been no material adverse changes in the financial condition, results of operations, business, properties or assets of the Selling Buying Fund since the date of its last financial statement, except as otherwise indicated in any financial statements, certified by an officer of the Selling Buying Corporation, and delivered to the Buying Selling Fund on or prior to the last business day before the Closing.

Appears in 17 contracts

Samples: Agreement and Plan of Reorganization (Axp Variable Portfolio Income Series Inc), Agreement and Plan of Reorganization (Axp Variable Portfolio Managed Series Inc), Agreement and Plan of Reorganization (Axp Variable Portfolio Managed Series Inc)

Representations, Warranties and Agreements. The Selling Corporation and the Selling Buying Fund will have complied with this Agreement and each of the representations and warranties in this Agreement will be true in all material respects as of the date of the Closing. An officer of the Selling Buying Corporation will provide a certificate to the Buying each Selling Fund confirming that, as of the Closing, the representations and warranties set forth in Section 6 5 are true and correct and that there have been no material adverse changes in the financial condition, results of operations, business, properties or assets of the Selling corresponding Buying Fund since the date of its last financial statement, except as otherwise indicated in any financial statements, certified by an officer of the Selling Buying Corporation, and delivered to the Buying such Selling Fund on or prior to the last business day before the Closing.

Appears in 7 contracts

Samples: Agreement and Plan of Reorganization (Riversource Diversified Income Series Inc), Agreement and Plan of Reorganization (Riversource Government Income Series Inc), Agreement and Plan of Reorganization (Riversource Market Advantage Series, Inc.)

Representations, Warranties and Agreements. The Selling Corporation and the Selling Fund will have complied with this Agreement and each of the representations and warranties in this Agreement will be true in all material respects as of the date of the Closing. An officer of the Selling Corporation will provide a certificate to the each Buying Fund confirming that, as of the Closing, the representations and warranties set forth in Section 6 are true and correct and that there have been no material adverse changes in the financial condition, results of operations, business, properties or assets of the corresponding Selling Fund since the date of its last financial statement, except as otherwise indicated in any financial statements, certified by an officer of the Selling Corporation, and delivered to the such Buying Fund on or prior to the last business day before date of the Closing.

Appears in 7 contracts

Samples: Agreement and Plan of Reorganization (Riversource Government Income Series Inc), Agreement and Plan of Reorganization (Riversource Market Advantage Series, Inc.), Agreement and Plan of Reorganization (Riversource Investment Series, Inc.)

Representations, Warranties and Agreements. The Each Selling Corporation and the Selling Fund Funds will have complied with this Agreement and each of the representations and warranties in this Agreement will be true in all material respects as of the date of the Closing. An officer of the each Selling Corporation will provide a certificate to the each Buying Fund confirming that, as of the Closing, the representations and warranties set forth in Section 6 are true and correct and that there have been no material adverse changes in the financial condition, results of operations, business, properties or assets of the corresponding Selling Fund since the date of its last financial statement, except as otherwise indicated in any financial statements, certified by an officer of the Selling Corporation, and delivered to the such Buying Fund on or prior to the last business day before date of the Closing.

Appears in 6 contracts

Samples: Agreement and Plan of Reorganization (Riversource Equity Series Inc), Agreement and Plan of Reorganization (Seligman Value Fund Series Inc), Agreement and Plan of Reorganization (Seligman Global Fund Series Inc)

Representations, Warranties and Agreements. The Selling Corporation and the Selling Each Buying Fund will have complied with this Agreement and each of the representations and warranties in this Agreement will be true in all material respects as of the date of the Closing. An officer of the Selling each Buying Corporation will provide a certificate to the Buying each Selling Fund confirming that, as of the Closing, the representations and warranties set forth in Section 6 5 are true and correct and that there have been no material adverse changes in the financial condition, results of operations, business, properties or assets of the Selling corresponding Buying Fund since the date of its last financial statement, except as otherwise indicated in any financial statements, certified by an officer of the Selling each Buying Corporation, and delivered to the Buying such Selling Fund on or prior to the last business day before the Closing.

Appears in 6 contracts

Samples: Agreement and Plan of Reorganization (Riversource Equity Series Inc), Agreement and Plan of Reorganization (Seligman Value Fund Series Inc), Agreement and Plan of Reorganization (Riversource Investment Series, Inc.)

Representations, Warranties and Agreements. The Selling Corporation and the Selling Buying Fund will have complied with this Agreement and each of the representations and warranties in this Agreement will be true in all material respects as of the Closing. An officer of the Selling Buying Corporation will provide a certificate to the Buying Selling Fund confirming that, as of the Closing, the representations and warranties set forth in Section 6 5 are true and correct and that there have been no material adverse changes in the financial condition, results of operations, business, properties or assets of the Selling corresponding Buying Fund since the date of its last financial statement, except as otherwise indicated in any financial statements, certified by an officer of the Selling Buying Corporation, and delivered to the Buying Selling Fund on or prior to the last business day before the Closing.

Appears in 5 contracts

Samples: Agreement and Plan of Reorganization (Riversource Diversified Income Series Inc), Agreement and Plan of Reorganization (Riversource International Series, Inc.), Agreement and Plan of Reorganization (Riversource Tax-Exempt Income Series, Inc.)

Representations, Warranties and Agreements. The Selling Corporation and the Selling Buying Fund will have complied with this Agreement and each of the representations and warranties in this Agreement will be true in all material respects as of the date of the Closing. An officer of the Selling Buying Corporation will provide a certificate to the Buying each Selling Fund confirming that, as of the Closing, the representations and warranties set forth in Section 6 5 are true and correct and that there have been no material adverse changes in the financial condition, results of operations, business, properties or assets of the Selling Buying Fund since the date of its last financial statement, except as otherwise indicated in any financial statements, certified by an officer of the Selling Buying Corporation, and delivered to the Buying such Selling Fund on or prior to the last business day before the Closing.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Riversource Large Cap Series, Inc.), Agreement and Plan of Reorganization (Seligman Municipal Fund Series Inc)

Representations, Warranties and Agreements. The Selling Corporation and the Selling Fund will have complied with this Agreement and each of the representations and warranties in this Agreement will be true in all material respects as of the Closing. An officer of the Selling Corporation will provide a certificate to the Buying Fund confirming that, as of the Closing, the representations and warranties set forth in Section 6 are true and correct and that there have been no material adverse changes in the financial condition, results of operations, business, properties or assets of the Selling Fund since the date of its last financial statement, except as otherwise indicated in any financial statements, certified by an officer of the Selling Corporation, and delivered to the Buying Fund on or prior to the last business day before the Closing.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Axp Dimensions Series Inc), Agreement and Plan of Reorganization (Axp Growth Series Inc/Mn)

Representations, Warranties and Agreements. The Selling Corporation and the Selling Buying Fund will have complied with this Agreement and each of the representations and warranties in this Agreement will be true in all material respects as of the Closing. An officer of the Selling Corporation will provide a certificate to the Buying Selling Fund confirming that, as of the Closing, the representations and warranties set forth in Section 6 5 are true and correct and that there have been no material adverse changes in the financial condition, results of operations, business, properties or assets of the Selling Buying Fund since the date of its last financial statement, except as otherwise indicated in any financial statements, certified by an officer of the Selling Corporation, and delivered to the Buying Selling Fund on or prior to the last business day before the Closing.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Axp Growth Series Inc/Mn), Agreement and Plan of Reorganization (Axp Dimensions Series Inc)

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Representations, Warranties and Agreements. The Selling Corporation and the Selling Buying Fund will have complied with this Agreement and each of the representations and warranties in this Agreement will be true in all material respects as of the Closing. An officer of the Selling Corporation Buying Trust will provide a certificate to the Buying Selling Fund confirming that, as of the Closing, the representations and warranties set forth in Section 6 5 are true and correct and that there have been no material adverse changes in the financial condition, results of operations, business, properties or assets of the Selling corresponding Buying Fund since the date of its last financial statement, except as otherwise indicated in any financial statements, certified by an officer of the Selling CorporationBuying Trust, and delivered to the Buying Selling Fund on or prior to the last business day before the Closing.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (RiverSource Variable Series Trust)

Representations, Warranties and Agreements. The Selling Corporation and the Selling Fund will have complied with this Agreement and each of the representations and warranties in this Agreement will be true in all material respects as of the date of the Closing. An officer of the Selling Corporation will provide a certificate to the Buying Fund confirming that, as of the Closing, the representations and warranties set forth in Section 6 are true and correct and that there have been no material adverse changes in the financial condition, results of operations, business, properties or assets of the Selling Fund since the date of its last financial statement, except as otherwise indicated in any financial statements, certified by an officer of the Selling Corporation, and delivered to the Buying Fund on or prior to the last business day before date of the Closing.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Seligman Municipal Fund Series Inc)

Representations, Warranties and Agreements. The Selling Corporation and the Selling Fund will have complied with this Agreement and each of the representations and warranties in this Agreement will be true in all material respects as of the Closing. An officer of the Selling Corporation will provide a certificate to the Buying Fund confirming that, as of the #225143 v01 Closing, the representations and warranties set forth in Section 6 are true and correct and that there have been no material adverse changes in the financial condition, results of operations, business, properties or assets of the Selling Fund since the date of its last financial statement, except as otherwise indicated in any financial statements, certified by an officer of the Selling Corporation, and delivered to the Buying Fund on or prior to the last business day before the Closing.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Riversource Investment Series, Inc.)

Representations, Warranties and Agreements. The Selling Corporation and the corresponding Selling Fund will have complied with this Agreement and each of the representations and warranties in this Agreement will be true in all material respects as of the Closing. An officer of the Selling Corporation will provide a certificate to the Buying Fund confirming that, as of the Closing, the representations and warranties set forth in Section 6 are true and correct and that there have been no material adverse changes in the financial condition, results of operations, business, properties or assets of the corresponding Selling Fund since the date of its last financial statement, except as otherwise indicated in any financial statements, certified by an officer of the each Selling Corporation, and delivered to the Buying Fund on or prior to the last business day before the Closing.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (RiverSource Variable Series Trust)

Representations, Warranties and Agreements. The Selling Corporation Trust and the Selling Fund will have complied with this Agreement and each of the representations and warranties in this Agreement will be true in all material respects as of the Closing. An officer of the Selling Corporation Trust will provide a certificate to the Buying Fund confirming that, as of the Closing, the representations and warranties set forth in Section 6 are true and correct and that there have been no material adverse changes in the financial condition, results of operations, business, properties or assets of the Selling Fund since the date of its last financial statement, except as otherwise indicated in any financial statements, certified by an officer of the Selling CorporationTrust, and delivered to the Buying Fund on or prior to the last business day before the Closing.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Riversource Tax-Exempt Series Inc)

Representations, Warranties and Agreements. The Selling Corporation and the Selling Fund will have complied with this Agreement and each of the representations and warranties in this Agreement will be true in all material respects as of the date of the Closing. An officer of the Selling Corporation will provide a certificate to the Buying Fund confirming that, as of the Closing, the representations and warranties set forth in Section 6 are true and correct and that there have been no material adverse changes in the financial condition, results of operations, business, properties or assets of the corresponding Selling Fund since the date of its last financial statement, except as otherwise indicated in any financial statements, certified by an officer of the Selling Corporation, and delivered to the Buying Fund on or prior to the last business day before date of the Closing.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Riversource Large Cap Series, Inc.)

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