Common use of Conditions to Purchase of Option Securities Clause in Contracts

Conditions to Purchase of Option Securities. In the event that the Underwriters exercise their option provided in Section 2(b) hereof to purchase all or any portion of the Option Securities, the representations and warranties of the Fund contained herein and the statements in any certificates furnished by the Fund hereunder shall be true and correct as of each Date of Delivery and, at the relevant Date of Delivery, the Representatives shall have received: (i) Officers' Certificates. Certificates, dated such Date of Delivery, of a duly authorized officer of the Fund and of the chief financial or chief accounting officer of the Fund and of the President or a Vice President or Managing Director of each Adviser confirming that the information contained in the certificate delivered by each of them at the Closing Time pursuant to Section 5(d) hereof remains true and correct as of such Date of Delivery. (ii) Opinions of Counsel for the Fund and the Advisers. The favorable opinions of counsel for the Fund and the Advisers, substantially in the forms set forth in Exhibit A, Exhibit B and Exhibit C hereto, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(b) hereof.

Conditions to Purchase of Option Securities. In the event that the Underwriters exercise their option provided in Section 2(b) hereof to purchase all or any portion of the Option Securities, the representations and warranties of the Fund contained herein and the statements in any certificates furnished by the Fund hereunder shall be true and correct as of each Date of Delivery and, at the relevant Date of Delivery, the Representatives shall have received: (i) Officers' Certificates. Certificates, dated such Date of Delivery, of a duly authorized officer of the Fund and of the chief financial or chief accounting officer of the Fund and of the President or a Vice President or Managing Director of each Adviser the Investment Manager confirming that the information contained in the certificate delivered by each of them at the Closing Time pursuant to Section 5(d) hereof remains true and correct as of such Date of Delivery. (ii) Opinions of Counsel for the Fund and the AdvisersInvestment Manager. The favorable opinions opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Fund and of ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq., internal counsel for the AdvisersInvestment Manager, substantially in form and substance satisfactory to counsel for the forms set forth in Exhibit A, Exhibit B and Exhibit C heretoUnderwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(b) hereof.

Conditions to Purchase of Option Securities. In the event that the Underwriters exercise their option provided in Section 2(b) hereof to purchase all or any portion of the Option Securities, the representations and warranties of the Fund Company contained herein and the statements in any certificates furnished by the Fund Company or any subsidiary hereunder shall be true and correct as of each Date of Delivery and, at the relevant Date of Delivery, the Representatives Representative shall have received: (i) Company Officers' Certificates’ Certificate. CertificatesA certificate, dated such Date of Delivery, of a duly authorized officer of the Fund and of the chief financial or chief accounting officer of the Fund and of the President or a Vice President of the Company and of the Chief Financial Officer or Managing Director principal Chief Accounting Officer of each Adviser the Company confirming that the information contained in the certificate delivered by each of them at the Closing Time pursuant to Section 5(d5(e) hereof remains true and correct as of such Date of Delivery. (ii) Opinions Opinion of Counsel for the Fund and the Advisers▇▇▇▇▇▇▇▇ & Worcester LLP. The favorable opinions opinion of ▇▇▇▇▇▇▇▇ & Worcester LLP, counsel for the Fund and Company, in a form reasonably satisfactory to the Advisers, substantially in the forms set forth in Exhibit A, Exhibit B and Exhibit C heretoRepresentative, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(b) hereof.

Conditions to Purchase of Option Securities. In the event that the Underwriters exercise their option provided in Section 2(b) hereof to purchase all or any portion of the Option Securities, the representations and warranties of the Fund contained herein and the statements in any certificates furnished by the Fund hereunder shall be true and correct as of each Date of Delivery and, at the relevant Date of Delivery, the Representatives shall have received: (i) OfficersOFFICERS' CertificatesCERTIFICATES. Certificates, dated such Date of Delivery, of a duly authorized officer of the Fund and of the chief financial or chief accounting officer of the Fund and of the President or a Vice President or Managing Director of each the Adviser confirming that the information contained in the certificate delivered by each of them at the Closing Time pursuant to Section 5(d) hereof remains true and correct as of such Date of Delivery. (ii) Opinions of Counsel for the Fund and the AdvisersOPINIONS OF COUNSEL FOR THE FUND AND THE ADVISER. The favorable opinions of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, counsel for the Fund Fund, and Shearman & Sterling, counsel for the AdvisersAdviser, substantially in form and substance satisfactory to counsel for the forms set forth in Exhibit A, Exhibit B and Exhibit C heretoUnderwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion opinions required by Section 5(b) hereof.

Conditions to Purchase of Option Securities. In the event that the Underwriters exercise their option provided in Section 2(b) hereof to purchase all or any portion of the Option Securities, the representations and warranties of the Fund contained herein and the statements in any certificates furnished by the Fund hereunder shall be true and correct as of each Date of Delivery and, at the relevant Date of Delivery, the Representatives shall have received: (i) Officers' Certificates. Certificates, dated such Date of Delivery, of a duly authorized officer of the Fund and of the chief financial or chief accounting officer of the Fund and of the President or a Vice President or Managing Director of each Adviser the Investment Manager confirming that the information contained in the certificate delivered by each of them at the Closing Time pursuant to Section 5(d) hereof remains true and correct as of such Date of Delivery. (ii) Opinions of Counsel for the Fund and the AdvisersInvestment Manager. The favorable opinions opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Fund and of ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq., internal counsel for the AdvisersInvestment Manager, substantially in form and substance satisfactory to counsel for the forms set forth in Exhibit A, Exhibit B and Exhibit C heretoUnderwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(b) hereof.

Conditions to Purchase of Option Securities. In the event that the Underwriters exercise their option provided in Section 2(b) hereof to purchase all or any portion of the Option Securities, the representations and warranties of the Fund Company contained herein and the statements in any certificates furnished by the Fund Company or any subsidiary hereunder shall be true and correct as of each Date of Delivery and, at the relevant Date of Delivery, the Representatives shall have received: (i) Company Officers' Certificates’ Certificate. CertificatesA certificate, dated such Date of Delivery, of the President or a duly authorized officer Vice President of the Fund Company and of the chief financial or chief accounting officer of the Fund and of the President or a Vice President or Managing Director of each Adviser Company confirming that the information contained in the certificate delivered by each of them at the Closing Time pursuant to Section 5(d5(f) hereof remains true and correct as of such Date of Delivery. (ii) Opinions Opinion of Counsel for the Fund and the Advisers▇▇▇▇▇▇▇▇ & Worcester LLP. The favorable opinions opinion of ▇▇▇▇▇▇▇▇ & Worcester LLP, counsel for the Fund and Company, in a form reasonably satisfactory to the Advisers, substantially in the forms set forth in Exhibit A, Exhibit B and Exhibit C heretoRepresentatives, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(b) hereof.

Conditions to Purchase of Option Securities. In the event that the Underwriters exercise their option provided in Section 2(b) hereof to purchase all or any portion of the Option Securities, the representations and warranties of the Fund Trust contained herein and the statements in any certificates furnished by the Fund Trust hereunder shall be true and correct as of each Date of Delivery and, at the relevant Date of Delivery, the Representatives shall have received: (i) Officers' Certificates. Certificates, dated such Date of Delivery, of a duly authorized officer of the Fund Trust and of the chief financial or chief accounting officer of the Fund Trust and of the President or and a Vice President or Managing Director of each the Investment Adviser confirming that the information contained in the certificate delivered by each of them at the Closing Time pursuant to Section 5(d) hereof remains true and correct as of such Date of Delivery. (ii) Opinions of Counsel for the Fund Trust and the AdvisersInvestment Adviser. The favorable opinions opinion of Vedder, Price, Kaufman & Kammholz, special counsel for the Fund Trust and counsel ▇▇▇ ▇▇e Investment Adviser, in form and substance reasonably satisfactory to counsel for the Advisers, substantially in the forms set forth in Exhibit A, Exhibit B and Exhibit C heretoUnderwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(b) hereof.

Conditions to Purchase of Option Securities. In the event that the Underwriters exercise their option provided in Section 2(b) hereof to purchase all or any portion of the Option Securities, the representations and warranties of the Fund contained herein and the statements in any certificates furnished by the Fund hereunder shall be true and correct as of each Date of Delivery and, at the relevant Date of Delivery, the Representatives shall have received: (i) OfficersOFFICERS' CertificatesCERTIFICATES. Certificates, dated such Date of Delivery, of a duly authorized officer of the Fund and of the chief financial or chief accounting officer of the Fund and of the President or a Vice President or Managing Director of each the Adviser confirming that the information contained in the certificate delivered by each of them at the Closing Time pursuant to Section 5(d) hereof remains true and correct as of such Date of Delivery. (ii) Opinions of Counsel for the Fund and the AdvisersOPINIONS OF COUNSEL FOR THE FUND AND THE ADVISER. The favorable opinions of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, counsel for the Fund Fund, and Shearman & Sterling LLP, counsel for the AdvisersAdviser, substantially in form and substance satisfactory to counsel for the forms set forth in Exhibit A, Exhibit B and Exhibit C heretoUnderwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion opinions required by Section 5(b) hereof.

Conditions to Purchase of Option Securities. In the event that the Underwriters exercise their option provided in Section 2(b) hereof to purchase all or any portion of the Option Securities, the representations and warranties of the Fund contained herein and the statements in any certificates furnished by the Fund hereunder shall be true and correct as of each Date of Delivery and, at the relevant Date of Delivery, the Representatives shall have received: (i) Officers' Certificates. Certificates, dated such Date of Delivery, of a duly authorized officer of the Fund and of the chief financial or chief accounting officer of the Fund and of the President or a Vice President or Managing Director of each Adviser of the Managers, as applicable, confirming that the information contained in the applicable certificate delivered by each of them at the Closing Time pursuant to Section 5(d) hereof remains true and correct as of such Date of Delivery. (ii) Opinions of Counsel for the Fund and the AdvisersManagers. The favorable opinions of Ropes & ▇▇▇▇ LLP, counsel for the Fund Fund, and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇., Esq., internal counsel for PAFM, in form and substance reasonably satisfactory to counsel for the Advisers, substantially in the forms set forth in Exhibit A, Exhibit B and Exhibit C heretoUnderwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(b) hereof.

Conditions to Purchase of Option Securities. In the event that the Underwriters exercise their option provided in Section 2(b) hereof to purchase all or any portion of the Option Securities, the representations and warranties of the Fund contained herein and the statements in any certificates furnished by the Fund hereunder shall be true and correct as of each Date of Delivery and, at the relevant Date of Delivery, the Representatives shall have received: (i) Officers' Certificates. Certificates, dated such Date of Delivery, of a duly authorized officer of the Fund and of the chief financial or chief accounting officer of the Fund and of the President or a Vice President or Managing Director of each Adviser of the Advisers confirming that the information contained in the certificate delivered by each of them at the Closing Time pursuant to Section 5(d) hereof remains true and correct as of such Date of Delivery. (ii) Opinions of Counsel for the Fund and the Advisers. The favorable opinions of ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇ LLP, counsel for the Fund and the AdvisersInvestment Adviser and of Stroock & Stroock & ▇▇▇▇▇ LLP, substantially counsel for the Investment Manager, in form and substance satisfactory to counsel for the forms set forth in Exhibit A, Exhibit B and Exhibit C heretoUnderwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(b) hereof.

Conditions to Purchase of Option Securities. In the event that the Underwriters exercise their option provided in Section 2(b) hereof to purchase all or any portion of the Option Securities, the representations and warranties of the Fund contained herein and the statements in any certificates furnished by the Fund hereunder shall be true and correct as of each Date of Delivery and, at the relevant Date of Delivery, the Representatives shall have received: (i) Officers' Certificates. Certificates, dated such Date of Delivery, of a duly authorized officer of the Fund and of the chief financial or chief accounting officer of the Fund and of the President or a Vice President or Managing Director of each Adviser the Investment Manager confirming that the information contained in the certificate delivered by each of them at the Closing Time pursuant to Section 5(d) hereof remains true and correct as of such Date of Delivery. (ii) Opinions of Counsel for the Fund and the AdvisersInvestment Manager. The favorable opinions opinion of Simpson Thacher & Bartlett LLP, counsel for the Fund and of L▇▇▇▇▇▇▇ ▇. ▇▇▇▇ler, ▇▇▇., internal counsel for the AdvisersInvestment ▇▇▇▇▇▇▇, substantially in ▇▇ ▇▇▇▇ and substance satisfactory to counsel for the forms set forth in Exhibit A, Exhibit B and Exhibit C heretoUnderwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(b) hereof.

Conditions to Purchase of Option Securities. In the event that the Underwriters exercise their option provided in Section 2(b) hereof to purchase all or any portion of the Option Securities, the representations and warranties of the Fund contained herein and the statements in any certificates furnished by the Fund hereunder shall be true and correct as of each Date of Delivery and, at the relevant Date of Delivery, the Representatives shall have received: (i) Officers' Certificates. Certificates, dated such Date of Delivery, of a duly authorized officer of the Fund and of the chief financial or chief accounting officer of the Fund and of the President or a Vice President or Managing Director of each Adviser of the Advisers confirming that the information contained in the certificate delivered by each of them at the Closing Time pursuant to Section 5(d) hereof remains true and correct as of such Date of Delivery. (ii) Opinions of Counsel for the Fund and the Advisers. The favorable opinions of Sullivan & Worcester LLP, co▇▇▇▇▇ ▇▇r the Fund, and Michael H. Koonce, Esq., co▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇isers, in form and substance satisfactory to counsel for the Fund and the Advisers, substantially in the forms set forth in Exhibit A, Exhibit B and Exhibit C heretoUnderwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(b) hereof.

Conditions to Purchase of Option Securities. In the event that the Underwriters exercise their option provided in Section 2(b) hereof to purchase all or any portion of the Option Securities, the representations and warranties of the Fund contained herein and the statements in any certificates furnished by the Fund hereunder shall be true and correct as of each Date of Delivery and, at the relevant Date of Delivery, the Representatives shall have received: (i) Officers' Certificates. Certificates, dated such Date of Delivery, of a duly authorized officer of the Fund and of the chief financial or chief accounting officer of the Fund and of the President or a Vice President or Managing Director of each the Adviser confirming that the information contained in the certificate delivered by each of them at the Closing Time pursuant to Section 5(d) hereof remains true and correct as of such Date of Delivery. (ii) Opinions of Counsel for the Fund and the AdvisersAdviser. The favorable opinions opinion of Ropes & ▇▇▇▇, counsel for the Fund Fund, and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq., counsel for the AdvisersAdviser, substantially in form and substance reasonably satisfactory to counsel for the forms set forth in Exhibit A, Exhibit B and Exhibit C heretoUnderwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(b) hereof.

Conditions to Purchase of Option Securities. In the event that the Underwriters exercise their option provided in Section 2(b) hereof to purchase all or any portion of the Option Securities, the representations and warranties of the Fund contained herein and the statements in any certificates furnished by the Fund hereunder shall be true and correct as of each Date of Delivery and, at the relevant Date of Delivery, the Representatives shall have received: (i) Officers' Certificates. Certificates, dated such Date of Delivery, of a duly authorized officer of the Fund and of the chief financial or chief accounting officer of the Fund and of the President or a Vice President or Managing Director of each Adviser of the Advisers, as applicable, confirming that the information contained in the applicable certificate delivered by each of them at the Closing Time pursuant to Section 5(d) hereof remains true and correct as of such Date of Delivery. (ii) Opinions of Counsel for the Fund and the Advisers. The favorable opinions of Ropes & ▇▇▇▇, counsel for the Fund Fund, and ▇▇▇▇ ▇▇▇▇▇▇, Esq., internal counsel for the AdvisersInvestment Adviser, substantially in form and substance reasonably satisfactory to counsel for the forms set forth in Exhibit A, Exhibit B and Exhibit C heretoUnderwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(b) hereof.

Conditions to Purchase of Option Securities. In the event that the Underwriters exercise their option provided in Section 2(b) hereof to purchase all or any portion of the Option Securities, the representations and warranties of the Fund Company contained herein and the statements in any certificates furnished by the Fund Company or any subsidiary hereunder shall be true and correct as of each Date of Delivery and, at the relevant Date of Delivery, the Representatives shall have received: (i) Company Officers' Certificates’ Certificate. CertificatesA certificate, dated such Date of Delivery, of the President or a duly authorized officer Vice President of the Fund Company and of the chief financial or chief accounting officer of the Fund and of the President or a Vice President or Managing Director of each Adviser Company confirming that the information contained in the certificate delivered by each of them at the Closing Time pursuant to Section 5(d5(e) hereof remains true and correct as of such Date of Delivery. (ii) Opinions Opinion of Counsel for the Fund and the Advisers▇▇▇▇▇▇▇▇ & Worcester LLP. The favorable opinions opinion of ▇▇▇▇▇▇▇▇ & Worcester LLP, counsel for the Fund and Company, in a form reasonably satisfactory to the Advisers, substantially in the forms set forth in Exhibit A, Exhibit B and Exhibit C heretoRepresentatives, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(b) hereof.