Common use of ASSETS TO BE ACQUIRED Clause in Contracts

ASSETS TO BE ACQUIRED. The assets of each Transferring Fund to be acquired by its respective Acquiring Fund shall consist of all property, including, without limitation, all cash, securities, commodities, interests in futures and dividends or interest receivables, owned by the Transferring Fund and any deferred or prepaid expenses shown as an asset on the books of such Transferring Fund on the Closing Date. Each Transferring Fund has provided its respective Acquiring Fund with its most recent audited financial statements, which contain a list of all of the Transferring Fund's assets as of the date of such statements. Each Transferring Fund hereby represents that as of the date of the execution of this Agreement, there have been no changes in its financial position as reflected in such financial statements other than those occurring in the ordinary course of business in connection with the purchase and sale of securities and the payment of normal operating expenses and the payment of dividends, capital gains distributions and redemption proceeds to shareholders. Each Transferring Fund will, within a reasonable period of time prior to the Closing Date, furnish its respective Acquiring Fund with a list of the Transferring Fund's portfolio securities and other investments. Each Acquiring Fund will, within a reasonable time prior to the Closing Date, furnish its respective Transferring Fund with a list of the securities, if any, on the Transferring Fund's list referred to above that do not conform to the Acquiring Fund's investment objectives, policies, and restrictions.

Appears in 3 contracts

Samples: Agreement and Plan of Reorganization (Memorial Funds), Agreement and Plan of Reorganization (Memorial Funds), Form of Agreement and Plan of Reorganization (Sti Classic Funds)

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ASSETS TO BE ACQUIRED. The assets of each Transferring Fund to be acquired by its respective the identically-named Acquiring Fund shall consist of all property, including, without limitation, all cash, securities, commodities, interests in futures and dividends or interest receivables, owned by the Transferring Fund and any deferred or prepaid expenses shown as an asset on the books of such Transferring Fund on the Closing Date. Each Transferring Fund has provided its respective Acquiring Fund with its most recent audited financial statements, which where available, that contain a list of all of the Transferring Fund's ’s assets as of the date of such statements. Each Transferring Fund hereby represents that as of the date of the execution of this Agreement, there have been no changes in its financial position as reflected in such financial statements other than those occurring in the ordinary course of business in connection with the purchase and sale of securities and the payment of normal operating expenses and the payment of dividends, capital gains distributions and redemption proceeds to shareholders. Each Transferring Fund will, within a reasonable period of time prior to the Closing Date, furnish its respective Acquiring Fund with a list of the Transferring Fund's ’s portfolio securities and other investments. Each Acquiring Fund will, within a reasonable time prior to the Closing Date, furnish its respective Transferring Fund with a list of the securities, if any, on the Transferring Fund's list referred to above that do not conform to the Acquiring Fund's investment objectives, policies, and restrictions.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Unified Series Trust), Agreement and Plan of Reorganization (Unified Series Trust)

ASSETS TO BE ACQUIRED. The assets of each Transferring the Acquired Fund to be acquired by its respective the Acquiring Fund shall consist of all property, including, without limitation, all cash, securities, commodities, interests in futures and dividends or interest receivables, owned by the Transferring Acquired Fund and any deferred or prepaid expenses shown as an asset on the books of such Transferring the Acquired Fund on the Closing Date. Each Transferring The Acquired Fund has provided its respective the Acquiring Fund with its most recent audited financial statements, which contain a list of all of the Transferring Acquired Fund's ’s assets as of the date of such statements. Each Transferring The Acquired Fund hereby represents that as of the date of the execution of this Agreement, there have been no changes in its financial position as reflected in such financial statements other than those occurring in the ordinary course of business in connection with the purchase and sale of securities and the payment of normal operating expenses and the payment of dividends, capital gains distributions and redemption proceeds to shareholders. Each Transferring The Acquired Fund will, within a reasonable period of time prior to the Closing Date, furnish its respective the Acquiring Fund with a list of the Transferring Acquired Fund's ’s portfolio securities and other investments. Each The Acquiring Fund will, within a reasonable time prior to the Closing Date, furnish its respective Transferring the Acquired Fund with a list of the securities, if any, on the Transferring Acquired Fund's ’s list referred to above that do not conform to the Acquiring Fund's ’s investment objectives, policies, and restrictions.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Trust for Professional Managers), Agreement and Plan of Reorganization (Trust for Professional Managers)

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ASSETS TO BE ACQUIRED. The assets of each Transferring Selling Fund to be acquired by its respective Acquiring Fund shall consist of all property, including, without limitation, all cash, securities, commodities, interests in futures and dividends or interest receivables, owned by the Transferring Selling Fund and any deferred or prepaid expenses shown as an asset on the books of such Transferring Selling Fund on the Closing Date. Each Transferring Selling Fund has provided its respective Acquiring Fund with its most recent audited financial statements, which contain a list of all of the Transferring Selling Fund's assets as of the date of such statements. Each Transferring Selling Fund hereby represents that as of the date of the execution of this Agreement, there have been no changes in its financial position as reflected in such financial statements other than those occurring in the ordinary course of business in connection with the purchase and sale of securities and the payment of normal operating expenses and the payment of dividends, capital gains distributions and redemption proceeds to shareholders. Each Transferring Selling Fund will, within a reasonable period of time prior to the Closing Date, furnish its respective Acquiring Fund with a list of the Transferring Selling Fund's portfolio securities and other investments. Each Acquiring Fund will, within a reasonable time prior to the Closing Date, furnish its respective Transferring Selling Fund with a list of the securities, if any, on the Transferring Selling Fund's list referred to above that do not conform to the Acquiring Fund's investment objectives, policies, and restrictions.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Sti Classic Funds)

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