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 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 Investment Manager. The favorable opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Fund and of ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq., internal counsel for the Investment Manager, in form and substance satisfactory to counsel for the Underwriters, 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 the Investment Manager 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 Investment ManagerAdvisers. The favorable opinion opinions of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Fund and of ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇the Advisers, Esq.substantially in the forms set forth in Exhibit A, internal counsel for the Investment Manager, in form Exhibit B and substance satisfactory to counsel for the UnderwritersExhibit 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 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 Investment Manager. The favorable opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP▇, counsel for the Fund and of ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq., internal counsel for the Investment Manager, in form and substance satisfactory to counsel for the Underwriters, 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 the Investment Manager 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 Investment ManagerOPINIONS OF COUNSEL FOR THE FUND AND THE ADVISER. The favorable opinion opinions of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP▇▇, counsel for the Fund Fund, and of ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇Shearman & Sterling, Esq., internal counsel for the Investment ManagerAdviser, in form and substance satisfactory to counsel for the Underwriters, 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 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 or Managing Director of the Investment Manager Company and of the Chief Financial Officer or principal Chief Accounting Officer of 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 Investment Manager▇▇▇▇▇▇▇▇ & Worcester LLP. The favorable opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Worcester LLP, counsel for the Fund and of ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq., internal counsel for the Investment ManagerCompany, in a form and substance reasonably satisfactory to counsel for the UnderwritersRepresentative, 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 of the Investment Manager 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 Investment ManagerAdvisers. The favorable opinion opinions of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Fund and the Investment Adviser and of ▇▇▇Stroock & Stroock & ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇LLP, Esq., internal counsel for the Investment Manager, in form and substance satisfactory to counsel for the Underwriters, 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 the Investment Manager 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 Investment ManagerAdviser. The favorable opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Ropes & ▇▇▇▇▇▇▇▇ LLP, counsel for the Fund Fund, and of ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq., internal counsel for the Investment ManagerAdviser, in form and substance reasonably satisfactory to counsel for the Underwriters, 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 the Investment Manager 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 Investment Manager▇▇▇▇▇▇▇▇ & Worcester LLP. The favorable opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Worcester LLP, counsel for the Fund and of ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq., internal counsel for the Investment ManagerCompany, in a form and substance reasonably satisfactory to counsel for the UnderwritersRepresentatives, 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 the Investment Manager 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 Investment ManagerAdviser. The favorable opinion of ▇▇▇▇Vedder, Price, Kaufman & Kammholz, special counsel for the Trust and counsel ▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Fund and of ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq., internal counsel for the e Investment ManagerAdviser, in form and substance reasonably satisfactory to counsel for the Underwriters, 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 the Investment Manager 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 Investment ManagerOPINIONS OF COUNSEL FOR THE FUND AND THE ADVISER. The favorable opinion opinions of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ ▇▇, counsel for the Fund, and Shearman & Sterling LLP, counsel for the Fund and of ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq., internal counsel for the Investment ManagerAdviser, in form and substance satisfactory to counsel for the Underwriters, 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 of the Investment Manager 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 Investment ManagerAdvisers. The favorable opinion opinions of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Ropes & ▇▇▇▇, counsel for the Fund, and ▇▇▇▇ LLP, counsel for the Fund and of ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq., internal counsel for the Investment ManagerAdviser, in form and substance reasonably satisfactory to counsel for the Underwriters, 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 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 Investment Manager. The favorable opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Simpson Thacher & ▇▇▇▇▇▇▇▇ Bartlett LLP, counsel for the Fund and of ▇L▇▇▇▇▇▇▇ ▇. ▇▇▇▇ler, ▇▇▇, Esq., internal counsel for the Investment Manager▇▇▇▇▇▇▇, in form ▇▇ ▇▇▇▇ and substance satisfactory to counsel for the Underwriters, 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 of the Investment Manager 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 Investment ManagerManagers. The favorable opinion opinions of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Ropes & ▇▇▇▇▇▇▇▇ LLP, counsel for the Fund Fund, and of ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇., Esq., internal counsel for the Investment ManagerPAFM, in form and substance reasonably satisfactory to counsel for the Underwriters, 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 of the Investment Manager 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 Investment ManagerAdvisers. The favorable opinion opinions of ▇▇Sullivan & Worcester LLP, co▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPr the Fund, counsel for the Fund and of ▇▇▇Michael H. Koonce, Esq., co▇▇▇▇▇ ▇. ▇▇ ▇▇▇ ▇▇▇▇▇▇▇, Esq., internal counsel for the Investment Managerisers, in form and substance satisfactory to counsel for the Underwriters, 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 the Investment Manager 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 Investment Manager▇▇▇▇▇▇▇▇ & Worcester LLP. The favorable opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Worcester LLP, counsel for the Fund and of ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq., internal counsel for the Investment ManagerCompany, in a form and substance reasonably satisfactory to counsel for the UnderwritersRepresentatives, 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 the Investment Manager 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 Investment ManagerAdviser. The favorable opinion of ▇▇▇▇Sullivan & Worcester LLP, counsel for ▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel and for the Fund and of ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq., internal counsel for the Investment ManagerAdviser, in form and substance satisfactory to counsel for the Underwriters, 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 the Investment Manager 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 Investment ManagerAdvisers. The favorable opinion opinions of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Fund and of ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇the Advisers, Esq.substantially in the form set forth in Exhibit A, internal counsel for the Investment Manager, in form Exhibit B and substance satisfactory to counsel for the UnderwritersExhibit 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.