Representations and Warranties of the Fund. The Fund represents and warrants to the Auction Agent that: (a) the Fund is a duly incorporated and existing corporation or a duly organized and existing business trust in good standing under the laws of the State of its incorporation or organization and has full corporate power or all requisite power to execute and deliver the Agreement and to authorize, create and issue the shares of MuniPreferred of each series and the shares of MuniPreferred of each series when issued, will be duly authorized, validly issued, fully paid and nonassessable; (b) the Agreement has been duly and validly authorized, executed and delivered by the Fund and constitutes the legal, valid and binding obligation of the Fund; (c) the form of the certificate evidencing the shares of MuniPreferred of each series complies or will comply with all applicable laws of the State of its incorporation or organization; (d) when issued, the shares of MuniPreferred of each series will have been duly registered under the Securities Act of 1933, as amended, and no further action by or before any governmental body or authority of the United States or of any state thereof is required in connection with the execution and delivery of the Agreement or will have been required in connection with the issuance of the shares of MuniPreferred of each series; (e) the execution and delivery of the Agreement and the issuance and delivery of the shares of MuniPreferred of each series do not and will not conflict with, violate or result in a breach of, the terms, conditions or provisions of, or constitute a default under, the Articles of Incorporation or Declaration of Trust (as amended by one or more Statements) or the By- Laws of the Fund, any law or regulation, any order or decree of any court or public authority having jurisdiction, or any mortgage, indenture, contract, agreement or undertaking to which the Fund is a party or by which it is bound the effect of which conflict, violation, default or breach would be material to the Fund or the Fund and its subsidiaries taken as a whole; and (f) no taxes are payable upon or in respect of the execution of the Agreement or the issuance of the shares of MuniPreferred of any series.
Appears in 11 contracts
Sources: Auction Agency Agreement (Nuveen Performance Plus Municipal Fund Inc), Auction Agency Agreement (Nuveen Premium Income Municipal Fund Inc), Auction Agency Agreement (Nuveen Premium Income Municipal Fund 2 Inc)
Representations and Warranties of the Fund. The Fund represents and warrants to the Auction Agent that:
(ai) the Fund is a duly incorporated and existing corporation or a duly organized and is validly existing business trust in good standing as a corporation under the laws of the State of its incorporation or organization Maryland, and has full corporate power or all requisite power to execute and deliver the this Agreement and to authorize, create and issue the shares of MuniPreferred of each series and the shares of MuniPreferred of each series when issued, will be duly authorized, validly issued, fully paid and nonassessableAMPS;
(bii) the Fund is registered with the Commission under the 1940 Act as a closed-end, non-diversified, management investment company;
(iii) this Agreement has been duly and validly authorized, executed and delivered by the Fund and constitutes the legal, valid and binding obligation of the Fund, enforceable against the Fund in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general equitable principles;
(civ) the form of the certificate evidencing the shares of MuniPreferred of each series AMPS complies or will comply with all applicable laws of the State of its incorporation or organizationMaryland;
(dv) when issuedthe AMPS have been duly and validly authorized by the Fund and, upon completion of the initial sale of the AMPS and receipt of payment therefor, will be validly issued by the Fund, fully paid and nonassessable;
(vi) at the time of the offering of the AMPS, the shares of MuniPreferred of each series offered will have been duly be registered under the Securities Act of 1933, as amended, and no further action by or before any governmental body or authority of the United States or of any state thereof is required in connection with the execution and delivery of the this Agreement or will have been be required in connection with the issuance of the shares of MuniPreferred of each seriesthe AMPS, except such action as required by applicable state securities laws;
(evii) the execution and delivery of the this Agreement and the issuance and delivery of the shares of MuniPreferred of each series AMPS do not and will not conflict with, violate violate, or result in a breach of, of the terms, conditions or provisions of, or constitute a default under, the Articles of Incorporation or Declaration of Trust (as amended by one or more Statements) or the By- Laws of the Fund, any law or regulationIncorporation, any order or decree of any court or public authority having jurisdictionjurisdiction over the Fund, or any mortgage, indenture, contract, agreement or undertaking to which the Fund is a party or by which it is bound the effect of which conflict, violation, default or breach would be material to the Fund or the Fund and its subsidiaries taken as a wholebound; and
(fviii) no taxes are payable upon or in respect of the execution of the this Agreement or will be payable upon or in respect of the issuance of the shares of MuniPreferred of any seriesAMPS.
Appears in 10 contracts
Sources: Auction Agency Agreement (Cohen & Steers Select Utility Fund Inc), Auction Agency Agreement (Cohen & Steers Select Utility Fund Inc), Auction Agency Agreement (Cohen & Steers Reit & Utility Income Fund Inc)
Representations and Warranties of the Fund. The Fund represents and warrants to the Auction Selling Agent thatas of the date hereof and as of each time (a "Closing Time") that Interests are sold hereunder, as follows:
(a) The Fund has been duly formed and is validly existing under the Fund is a duly incorporated laws of its jurisdiction of formation and existing corporation or a duly organized has taken all necessary actions to attain good-standing status and existing business trust at each Closing Time will be in good standing under the laws of its jurisdiction of formation, with power and authority to conduct its business as described in the State Fund's Confidential Offering Memorandum (the "Offering Memorandum") and to offer and sell the Interests as contemplated by this Agreement; the Fund is duly qualified to transact business, is in good standing and at each Closing Time will be in good standing in each jurisdiction in which the conduct of its incorporation business requires such qualification, except where the failure to so qualify would not have a material adverse effect on the condition, financial or organization and has full corporate power otherwise, of the Fund, or all requisite power to execute and deliver the Agreement and to authorizeearnings, create and issue business affairs or business prospects of the shares of MuniPreferred of each series and the shares of MuniPreferred of each series when issued, will be duly authorized, validly issued, fully paid and nonassessable;Fund.
(b) All of the Agreement has issued and outstanding Interests of the Fund have been duly authorized and validly authorizedissued and are limited liability interests; the Interests to be issued as contemplated by this Agreement have been authorized by requisite action on the part of the Fund and, executed when issued and delivered against payment in accordance with the provisions of the relevant subscription documents, will be validly issued, limited liability interests. The issuance of the Interests by the Fund is not subject to preemptive rights and constitutes the legalFund does not have any outstanding options to purchase or any rights or warrants to subscribe for, valid and binding obligation of or any securities or obligations convertible into, any Interests other than as disclosed to the Fund;Selling Agent by the Fund in writing or as contained in the Offering Memorandum.
(c) The Fund is not in material violation of its organizational documents or in material default in the form performance or observance of any material obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, fiscal agency agreement, note, lease or other instrument to which it is a party or by which it may be bound or to which any of its assets is subject, except as set forth in Appendix B, as it may be amended from time to time; and the execution, delivery and performance by the Fund of, and compliance with, this Agreement, and the Fund's Management Agreement, Limited Liability Company Agreement, Administration Agreement or other related agreements (collectively, the "Operative Agreements") to which it is a party and the consummation by the Fund of the certificate evidencing the shares of MuniPreferred of each series complies or will comply with all applicable laws of the State of its incorporation or organization;
(d) when issued, the shares of MuniPreferred of each series will have been duly registered under the Securities Act of 1933, as amended, transactions contemplated herein and no further action by or before any governmental body or authority of the United States or of any state thereof is required in connection with the execution and delivery of the Agreement or will have been required in connection with the issuance of the shares of MuniPreferred of each series;
(e) the execution and delivery of the Agreement and the issuance and delivery of the shares of MuniPreferred of each series do not and therein will not conflict with, violate with or result in a material breach of, of any of the terms, conditions terms or provisions of, or constitute constitute, with or without the giving of a notice or lapse of time or both, a material default under, or result in the Articles creation or imposition of Incorporation any lien, charge or Declaration of Trust (as amended by one or more Statements) or the By- Laws encumbrance upon any assets of the FundFund pursuant to, or give any other party a right to terminate any of its obligations under, or result in the acceleration of any obligation under, any law or regulation, any order or decree of any court or public authority having jurisdiction, or any mortgagematerial contract, indenture, contractmortgage, agreement loan agreement, note, lease or undertaking other instrument to which the Fund is a party or by which it may be bound or to which any of the assets of the Fund is bound subject, nor will such action result in any violation of or conflict with the terms or provisions of the organizational documents of the Fund or, to the best knowledge of the Fund, any law, order, judgment, decree, rule or regulation applicable to the Fund; and no consent, approval, authorization or order of, or any filing or declaration with, any court or governmental authority or agency, national securities exchange or securities association is required for the consummation by the Fund of the transactions contemplated by this Agreement (except such filings as may be required under state securities or Blue Sky laws or by Regulation D under the Securities Act of 1933, as amended (the "Securities Act"), which will be timely filed) or the Fund's Operative Agreements.
(d) Since the date of the Fund's Offering Memorandum, there has been no material adverse change, except as otherwise contemplated therein, in the condition, financial or otherwise, business affairs or business prospects of the Fund and, except as disclosed in the Fund's Offering Memorandum and any supplements thereto, there is no action, suit or proceeding before or by any court or governmental agency or body, U.S. or non-U.S., now pending, or, to the knowledge of the Fund, threatened against or affecting the Fund or any of its shareholders, members, principal stockholders or officers or directors, as the case may be, which adverse change, action, suit or proceeding will impair or adversely affect in any material respect the ability of the Fund to conduct its business as described in its Offering Memorandum or sell its Interests or perform its obligations under any Operative Agreement.
(e) This Agreement and the Fund's Operative Agreements have been duly authorized by all requisite action on the part of the Fund, and have been executed and delivered by the Fund. Assuming due authorization, execution and delivery by the other parties thereto with respect to the Fund's Operative Agreements, each such Operative Agreement constitutes a valid and legally binding agreement of the Fund, enforceable against the Fund in accordance with its terms, except as the same may be subject to the effects of (A) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws now or hereafter in effect relating to or affecting creditors' rights generally, (B) general principles of equity (regardless of whether considered in a proceeding at law or in equity) and (C) an implied covenant of good faith and fair dealing.
(f) Assuming the accuracy of the representations made by each investor in Interests in its subscription or purchase agreement (none of which conflict, violation, default or breach would be material to the Fund or the Manager had any reason to believe are false), the Fund is eligible to claim the exemption provided by Regulation 4.5 promulgated by the U.S. Commodity Futures Trading Commission (the "CFTC") to the extent that compliance with Regulation 4.5 is required by the Fund and its subsidiaries taken as a whole; andhas complied and will comply therewith.
(fg) no taxes are payable upon Any offering of Interests other than by the Selling Agent or in respect an affiliate of the execution Selling Agent made or to be made within the United States was or will be made, as applicable, in compliance with U.S. federal and state securities and commodities laws, and any offering of Interests other than by the Selling Agent or an affiliate of the Agreement Selling Agent made or to be made outside the issuance U.S. was or will be made, as applicable, in compliance with local laws.
(h) At each date of issue as well as at each Closing Time, the Fund's Offering Memorandum, as well as all of the shares sales material relating to the Interests approved in writing by the Manager to be used as such (collectively and as the same may be amended or supplemented, the "Offering Materials") did not and will not contain any untrue statement of MuniPreferred a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(i) Any certificate signed by any seriesexecutive officer of the Fund and delivered to the Selling Agent or to counsel for the Selling Agent shall be deemed a representation and warranty by the Fund to the Selling Agent as to the matters covered thereby.
Appears in 10 contracts
Sources: Placement Agency Agreement (Excelsior Private Markets Fund III (TI), LLC), Placement Agency Agreement (Excelsior Private Markets Fund III (TE), LLC), Placement Agency Agreement (Excelsior Private Markets Fund II (TI), LLC)
Representations and Warranties of the Fund. The Fund represents and warrants to the Auction Agent that:
(ai) the Fund is a duly incorporated and existing corporation or a duly organized and is validly existing business trust in good standing as a corporation under the laws of the State of its incorporation or organization Maryland, and has full corporate power or all requisite power to execute and deliver the this Agreement and to authorize, create and issue the shares of MuniPreferred of each series and the shares of MuniPreferred of each series when issued, will be duly authorized, validly issued, fully paid and nonassessablePreferred Shares;
(bii) the Fund is registered with the Commission under the 1940 Act as a closed-end, non-diversified, management investment company;
(iii) this Agreement has been duly and validly authorized, executed and delivered by the Fund and constitutes the legal, valid and binding obligation of the Fund, enforceable against the Fund in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general equitable principles;
(civ) the form of the certificate certificates evidencing the shares of MuniPreferred of each series complies or will Preferred Shares comply with all applicable laws of the State of its incorporation or organizationMaryland;
(dv) when issuedthe Preferred Shares have been duly and validly authorized by the Fund and, upon completion of the initial sale of the Preferred Shares and receipt of payment therefor, will be validly issued by the Fund, fully paid and nonassessable;
(vi) at the time of the offering of the Preferred Shares, the shares of MuniPreferred of each series offered will have been duly be registered under the Securities Act of 1933, as amended, and no further action by or before any governmental body or authority of the United States or of any state thereof is required in connection with the execution and delivery of the this Agreement or will have been be required in connection with the issuance of the shares of MuniPreferred of each seriesthe Preferred Shares, except such action as required by applicable state securities laws;
(evii) the execution and delivery of the this Agreement and the issuance and delivery of the shares of MuniPreferred of each series Preferred Shares do not and will not conflict with, violate violate, or result in a breach of, of the terms, conditions or provisions of, or constitute a default under, the Articles of Incorporation or Declaration of Trust (as amended by one or more Statements) or the By- Laws of the Fund, any law or regulationIncorporation, any order or decree of any court or public authority having jurisdictionjurisdiction over the Fund, or any mortgage, indenture, contract, agreement or undertaking to which the Fund is a party or by which it is bound the effect of which conflict, violation, default or breach would be material to the Fund or the Fund and its subsidiaries taken as a wholebound; and
(fviii) no taxes are payable upon or in respect of the execution of the this Agreement or will be payable upon or in respect of the issuance of the shares of MuniPreferred of any seriesPreferred Shares.
Appears in 8 contracts
Sources: Auction Agency Agreement (Neuberger Berman Income Opportunity Fund Inc), Auction Agency Agreement (Neuberger Berman Realty Income Fund Inc), Auction Agency Agreement (Neuberger Berman Real Estate Securities Income Fund Inc)
Representations and Warranties of the Fund. The Fund represents and warrants to the Auction Agent that:
(ai) the Fund is a duly incorporated and existing corporation or a duly organized and is validly existing business trust in good standing as a corporation under the laws of the State of its incorporation or organization Maryland, and has full corporate power or all requisite power to execute and deliver the this Agreement and to authorize, create and issue the shares of MuniPreferred of each series and the shares of MuniPreferred of each series when issued, will be duly authorized, validly issued, fully paid and nonassessableAMPS;
(bii) the Fund is registered with the Commission under the 1940 Act as a closed-end, non-diversified, management investment company;
(iii) this Agreement has been duly and validly authorized, executed and delivered by the Fund and constitutes the legal, valid and binding obligation of the Fund, enforceable against the Fund in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general equitable principles;
(civ) the form of the certificate certificates evidencing the shares of MuniPreferred of each series complies or will AMPS comply with all applicable laws of the State of its incorporation or organizationMaryland;
(dv) when issuedthe AMPS have been duly and validly authorized by the Fund and, upon completion of the initial sale of the AMPS and receipt of payment therefor, will be validly issued by the Fund, fully paid and nonassessable;
(vi) at the time of the offering of the AMPS, the shares of MuniPreferred of each series offered will have been duly be registered under the Securities Act of 1933, as amended, and no further action by or before any governmental body or authority of the United States or of any state thereof is required in connection with the execution and delivery of the this Agreement or will have been be required in connection with the issuance of the shares of MuniPreferred of each seriesthe AMPS, except such action as required by applicable state securities laws;
(evii) the execution and delivery of the this Agreement and the issuance and delivery of the shares of MuniPreferred of each series AMPS do not and will not conflict with, violate violate, or result in a breach of, of the terms, conditions or provisions of, or constitute a default under, the Articles of Incorporation or Declaration of Trust (as amended by one or more Statements) or the By- Laws of the Fund, any law or regulationIncorporation, any order or decree of any court or public authority having jurisdictionjurisdiction over the Fund, or any mortgage, indenture, contract, agreement or undertaking to which the Fund is a party or by which it is bound the effect of which conflict, violation, default or breach would be material to the Fund or the Fund and its subsidiaries taken as a wholebound; and
(fviii) no taxes are payable upon or in respect of the execution of the this Agreement or will be payable upon or in respect of the issuance of the shares of MuniPreferred of any seriesAMPS.
Appears in 8 contracts
Sources: Auction Agency Agreement (Neuberger Berman California Intermediate Municipal Fund Inc), Auction Agency Agreement (Cohen & Steers Quality Income Realty Fund Inc), Auction Agency Agreement (Neuberger Berman New York Intermediate Municipal Fund Inc)
Representations and Warranties of the Fund. The Fund represents and warrants to the Auction Agent that:
(ai) the Fund is a duly incorporated and existing corporation or a has been duly organized and is validly existing business trust in good standing under as an unincorporated voluntary association under, and by virtue of, the laws of the State The Commonwealth of its incorporation or organization Massachusetts and has full corporate power or all requisite power to execute and deliver the this Agreement and to authorize, create and issue the shares of MuniPreferred of each series and the shares of MuniPreferred of each series when issued, will be duly authorized, validly issued, fully paid and nonassessablePreferred Shares;
(bii) the Fund is registered with the Commission under the 1940 Act as a closed-end, diversified, management investment company;
(iii) this Agreement has been duly and validly authorized, executed and delivered by the Fund and constitutes the legal, valid and binding obligation of the Fund, enforceable against the Fund in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general equitable principles;
(civ) the form of the certificate certificates evidencing the shares of MuniPreferred of each series complies or will Preferred Shares comply with all applicable laws of the State The Commonwealth of its incorporation or organizationMassachusetts;
(dv) when issuedthe Preferred Shares have been duly and validly authorized by the Fund and, upon completion of the initial sale of the Preferred Shares and receipt of payment therefor, will be validly issued by the Fund, fully paid and nonassessable;
(vi) at the time of the offering of the Preferred Shares, the shares of MuniPreferred of each series offered will have been duly be registered under the Securities Act of 1933, as amended, and no further action by or before any governmental body or authority of the United States or of any state thereof is required in connection with the execution and delivery of the this Agreement or will have been be required in connection with the issuance of the shares of MuniPreferred of each seriesPreferred Shares, except such action as required by applicable state securities laws;
(evii) the execution and delivery of the this Agreement and the issuance and delivery of the shares of MuniPreferred of each series Preferred Shares do not and will not conflict with, violate or result in a breach of, of the terms, conditions or provisions of, or constitute a default under, the Articles of Incorporation or Agreement and Declaration of Trust (as amended by one or more Statements) or the By- Laws of the Fund, any law or regulationTrust, any order or decree of any court or public authority having jurisdiction, jurisdiction over the Fund or any mortgage, indenture, contract, agreement or undertaking to which the Fund is a party or by which it is bound the effect of which conflict, violation, default or breach would be material to the Fund or the Fund and its subsidiaries taken as a wholeFund; and
(fviii) no taxes are payable upon or in respect of the execution of the this Agreement or will be payable upon or in respect of the issuance of the shares of MuniPreferred of any seriesPreferred Shares.
Appears in 7 contracts
Sources: Auction Agency Agreement (Pimco California Municipal Income Fund Ii), Auction Agency Agreement (Pimco New York Municipal Income Fund Ii), Auction Agency Agreement (Pimco Municipal Income Fund Iii)
Representations and Warranties of the Fund. The Fund represents and warrants to the Auction Agent that:
(ai) the Fund is a duly incorporated and validly existing corporation or a duly organized and existing business trust in good standing under the laws of the State of its incorporation or organization Maryland, and has full corporate power or all requisite power to execute and deliver the this Agreement and to authorize, create and issue the shares of MuniPreferred of each series and the shares of MuniPreferred of each series when issued, will be duly authorized, validly issued, fully paid and nonassessablePreferred Shares;
(bii) the this Agreement has been duly and validly authorized, executed and delivered by the Fund and constitutes the legal, valid and binding obligation of the Fund, enforceable against the Fund in accordance with its terms, subject as to such enforceability to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general equitable principles;
(ciii) the form of the certificate certificates evidencing the shares of MuniPreferred of each series complies or will Preferred Shares comply with all applicable laws of the State of its incorporation or organizationMaryland;
(div) when issued, the shares of MuniPreferred of each series Preferred Shares will have been duly registered under the Securities Act of 1933, as amended, and no further action by or before any governmental body or authority of the United States or of any state thereof is required in connection with the execution and delivery of the this Agreement or will have been be required in connection with the issuance of the shares of MuniPreferred of each seriesPreferred Shares;
(ev) the execution and delivery of the this Agreement and the issuance and delivery of the shares of MuniPreferred of each series Preferred Shares do not and will not conflict with, violate violate, or result in a breach of, of the terms, conditions or provisions of, or constitute a default under, the Articles of Incorporation or Declaration of Trust (as amended by one or more StatementsArticles Supplementary) or the By- By-Laws of the Fund, any law or regulation, any order or decree of any court or public authority having jurisdictionjurisdiction over the Fund, or any mortgage, indenture, contract, agreement or undertaking to which the Fund is a party or by which it is bound the effect of which conflict, violation, default or breach breech would be material to the Fund or the Fund and its subsidiaries Fund, taken as a whole; and
(fvi) no taxes are payable upon or in respect of the execution of the this Agreement or will be payable upon or in respect of the issuance of the shares of MuniPreferred of any seriesPreferred Shares.
Appears in 6 contracts
Sources: Auction Agency Agreement (Scudder Rreef Real Estate Fund Ii Inc), Auction Agency Agreement (Scudder Rreef Real Estate Fund Inc), Auction Agency Agreement (Real Estate Income Fund Inc)
Representations and Warranties of the Fund. The Fund represents and warrants to the Auction Agent that:
(ai) the Fund is a duly incorporated and existing corporation or a duly organized and is validly existing as a Massachusetts business trust in good standing under the laws of the State The Commonwealth of its incorporation or organization Massachusetts, and has full corporate power or all requisite power to execute and deliver the this Agreement and to authorize, create and issue the shares of MuniPreferred of each series and the shares of MuniPreferred of each series when issued, will be duly authorized, validly issued, fully paid and nonassessablePreferred Shares;
(bii) the Fund is registered with the Commission under the 1940 Act as a closed-end, non-diversified, management investment company;
(iii) this Agreement has been duly and validly authorized, executed and delivered by the Fund and constitutes the legal, valid and binding obligation of the Fund, enforceable against the Fund in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general equitable principles;
(civ) the form of the certificate evidencing the shares of MuniPreferred of each series Preferred Shares complies or will comply with all applicable laws of the State The Commonwealth of its incorporation or organizationMassachusetts;
(dv) when issuedthe Preferred Shares have been duly and validly authorized by the Fund and, upon completion of the initial sale of the Preferred Shares and receipt of payment therefor, will be validly issued by the Fund, fully paid and nonassessable;
(vi) at the time of the offering of the Preferred Shares, the shares of MuniPreferred of each series offered will have been duly be registered under the Securities Act of 1933, as amended, and no further action by or before any governmental body or authority of the United States or of any state thereof is required in connection with the execution and delivery of the this Agreement or will have been be required in connection with the issuance of the shares of MuniPreferred of each seriesthe Preferred Shares, except such action as required by applicable state securities laws;
(evii) the execution and delivery of the this Agreement and the issuance and delivery of the shares of MuniPreferred of each series Preferred Shares do not and will not conflict with, violate violate, or result in a breach of, of the terms, conditions or provisions of, or constitute a default under, the Articles of Incorporation or Agreement and Declaration of Trust (as amended by one or more Statements) or the By- Laws of the Fund, any law or regulationas amended, any order or decree of any court or public authority having jurisdictionjurisdiction over the Fund, or any mortgage, indenture, contract, agreement or undertaking to which the Fund is a party or by which it is bound the effect of which conflict, violation, default or breach would be material to the Fund or the Fund and its subsidiaries taken as a wholebound; and
(fviii) no taxes are payable upon or in respect of the execution of the this Agreement or will be payable upon or in respect of the issuance of the shares of MuniPreferred of any seriesPreferred Shares.
Appears in 5 contracts
Sources: Auction Agency Agreement (RMR Dividend Capture Fund), Auction Agency Agreement (RMR Preferred Dividend Fund), Auction Agency Agreement (RMR F.I.R.E. Fund)
Representations and Warranties of the Fund. The Fund represents and warrants to the Auction Agent that:
(a) the Fund is a duly incorporated and existing corporation or a duly organized and existing business trust in good standing under the laws of the State of its incorporation or organization Massachusetts and has full corporate power or all requisite power to execute and deliver the Agreement and to authorize, create and issue the shares of MuniPreferred FundPreferred shares of each series and the shares of MuniPreferred FundPreferred shares of each series when issued, will be duly authorized, validly issued, fully paid and nonassessable;
(b) the Agreement has been duly and validly authorized, executed and delivered by the Fund and constitutes the legal, valid and binding obligation of the Fund;
(c) the form of the certificate evidencing the shares of MuniPreferred FundPreferred shares of each series complies or will comply with all applicable laws of the State of its incorporation or organizationMassachusetts;
(d) when issued, the shares of MuniPreferred FundPreferred shares of each series will have been duly registered under the Securities Act of 1933, as amended, and no further action by or before any governmental body or authority of the United States or of any state thereof is required in connection with the execution and delivery of the Agreement or will have been required in connection with the issuance of the shares of MuniPreferred FundPreferred shares of each series;; and
(e) the execution and delivery of the Agreement and the issuance and delivery of the shares of MuniPreferred FundPreferred shares of each series do not and will not conflict with, violate or result in a breach of, the terms, conditions or provisions of, or constitute a default under, the Articles of Incorporation or Declaration of Trust (as amended by one or more Statements) or the By- By-Laws of the Fund, any law or regulation, any order or decree of any court or public authority having jurisdiction, or any mortgage, indenture, contract, agreement or undertaking to which the Fund is a party or by which it is bound the effect of which conflict, violation, default or breach would be material to the Fund or the Fund and its subsidiaries taken as a whole; and
(f) no taxes are payable upon or in respect of the execution of the Agreement or the issuance of the shares of MuniPreferred of any series.
Appears in 5 contracts
Sources: Auction Agency Agreement (Nuveen Tax-Advantaged Dividend Growth Fund), Auction Agency Agreement (Nuveen Floating Rate Income Opportunity Fund), Auction Agency Agreement (Nuveen Tax-Advantaged Floating Rate Fund)
Representations and Warranties of the Fund. The Fund represents and warrants to the Auction Agent that:
(a) the Fund is a duly incorporated and existing corporation or a duly organized and existing business trust in good standing under the laws of the State of its incorporation or organization and has full corporate power or all requisite power to execute and deliver the Agreement and to authorize, create and issue the shares of MuniPreferred of each series and the shares of MuniPreferred of each series when issued, will be duly authorized, validly issued, fully paid and nonassessable;
(b) the Agreement has been duly and validly authorized, executed and delivered by the Fund and constitutes the legal, valid and binding obligation of the Fund;
(c) the form of the certificate evidencing the shares of MuniPreferred of each series complies or will comply with all applicable laws of the State of its incorporation or organization;
(d) when issued, the shares of MuniPreferred of each series will have been duly registered under the Securities Act of 1933, as amended, and no further action by or before any governmental body or authority of the United States or of any state thereof is required in connection with the execution and delivery of the Agreement or will have been required in connection with the issuance of the shares of MuniPreferred of each series;
(e) the execution and delivery of the Agreement and the issuance and delivery of the shares of MuniPreferred of each series do not and will not conflict with, violate or result in a breach of, the terms, conditions or provisions of, or constitute a default under, the Articles of Incorporation or Declaration of Trust (as amended by one or more Statements) or the By- By-Laws of the Fund, any law or regulation, any order or decree of any court or public authority having jurisdiction, or any mortgage, indenture, contract, agreement or undertaking to which the Fund is a party or by which it is bound the effect of which conflict, violation, default or breach would be material to the Fund or the Fund and its subsidiaries taken as a whole; and
(f) no taxes are payable upon or in respect of the execution of the Agreement or the issuance of the shares of MuniPreferred of any series.
Appears in 4 contracts
Sources: Auction Agency Agreement (Nuveen Florida Investment Quality Municipal Fund Inc), Auction Agency Agreement (Nuveen Georgia Dividend Advantage Municipal Fund 2), Auction Agency Agreement (Nuveen Insured Massachuset Tax Free Advantage Municipal Fund)
Representations and Warranties of the Fund. The Fund hereby represents and warrants to the Auction Agent Custodian, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that:
(a) the Fund It is a duly incorporated and existing corporation or a duly organized and existing business trust in good standing under the laws of the State jurisdiction of its incorporation or organization and has organization, with full corporate power or all requisite power to execute and deliver the carry on its business as now conducted, to enter into this Agreement and to authorize, create and issue the shares of MuniPreferred of each series and the shares of MuniPreferred of each series when issued, will be duly authorized, validly issued, fully paid and nonassessableperform its obligations hereunder;
(b) the This Agreement has been duly and validly authorized, executed and delivered by the Fund in accordance with all requisite action and constitutes the legal, a valid and legally binding obligation of the Fund, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties;
(c) the form of the certificate evidencing the shares of MuniPreferred of each series complies or will comply It is conducting its business in compliance in all material respects with all applicable laws of the State and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its incorporation charter, bylaws or organizationany contract binding it or affecting its property which would prohibit its execution or performance of this Agreement;
(d) when issuedA registration statement under the 1940 Act and, the shares of MuniPreferred of each series will have been duly registered under if applicable, the Securities Act of 1933, as amended, will be made effective prior to the effective date of this Agreement and no further action by or before any governmental body or authority will remain effective during the term of this Agreement, and appropriate state securities law filings will be made prior to the United States or effective date of any state thereof is required in connection with this Agreement and will continue to be made during the execution and delivery term of this Agreement as necessary to enable the Agreement or will have been required in connection with the issuance Fund to make a continuous public offering of the shares of MuniPreferred of each series;its shares; and
(e) the execution and delivery All records of the Agreement Trust provided to the Custodian by the Trust or by a prior service provider of the Trust are, to the best of the Trust’s knowledge, accurate and complete in all material respects and the issuance and delivery of Custodian is entitled to rely on all such records in the shares of MuniPreferred of each series do not and will not conflict with, violate or result in a breach of, the terms, conditions or provisions of, or constitute a default under, the Articles of Incorporation or Declaration of Trust (as amended by one or more Statements) or the By- Laws of the Fund, any law or regulation, any order or decree of any court or public authority having jurisdiction, or any mortgage, indenture, contract, agreement or undertaking to which the Fund is a party or by which it is bound the effect of which conflict, violation, default or breach would be material to the Fund or the Fund and its subsidiaries taken as a whole; and
(f) no taxes are payable upon or in respect of the execution of the Agreement or the issuance of the shares of MuniPreferred of any seriesform provided.
Appears in 4 contracts
Sources: Custody Agreement (LifeX Inflation-Protected Income Trust 1948F), Custody Agreement (LifeX Income Trust 1948F), Custody Agreement (Stone Ridge Longevity Risk Premium Fixed Income Trust 68M)
Representations and Warranties of the Fund. The Fund represents and warrants to the Auction Agent that:
(ai) the Fund is a duly incorporated and existing corporation or a duly organized and is validly existing business as a statutory trust in good standing under the laws of the State of its incorporation or organization Delaware, and has full corporate power or all requisite power to execute and deliver the this Agreement and to authorize, create and issue the shares of MuniPreferred of each series and the shares of MuniPreferred of each series when issued, will be duly authorized, validly issued, fully paid and nonassessableAMPS;
(bii) the Fund is registered with the Commission under the 1940 Act as a closed-end, non-diversified, management investment company;
(iii) this Agreement has been duly and validly authorized, executed and delivered by the Fund and constitutes the legal, valid and binding obligation of the Fund, enforceable against the Fund in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general equitable principles;
(civ) the form of the certificate evidencing the shares of MuniPreferred of each series AMPS complies or will comply with all applicable laws of the State of its incorporation or organizationDelaware;
(dv) when issuedthe AMPS have been duly and validly authorized by the Fund and, upon completion of the initial sale of the AMPS and receipt of payment therefor, will be validly issued by the Fund, fully paid and nonassessable;
(vi) at the time of the offering of the AMPS, the shares of MuniPreferred of each series offered will have been duly be registered under the Securities Act of 1933, as amended, and no further action by or before any governmental body or authority of the United States or of any state thereof is required in connection with the execution and delivery of the this Agreement or will have been be required in connection with the issuance of the shares of MuniPreferred of each seriesthe AMPS, except such action as required by applicable state securities laws;
(evii) the execution and delivery of the this Agreement and the issuance and delivery of the shares of MuniPreferred of each series AMPS do not and will not conflict with, violate violate, or result in a breach of, of the terms, conditions or provisions of, or constitute a default under, the Articles of Incorporation or Agreement and Declaration of Trust (as amended by one or more Statements) or the By- Laws of the Fund, any law or regulationTrust, any order or decree of any court or public authority having jurisdictionjurisdiction over the Fund, or any mortgage, indenture, contract, agreement or undertaking to which the Fund is a party or by which it is bound the effect of which conflict, violation, default or breach would be material to the Fund or the Fund and its subsidiaries taken as a wholebound; and
(fviii) no taxes are payable upon or in respect of the execution of the this Agreement or will be payable upon or in respect of the issuance of the shares of MuniPreferred of any seriesAMPS.
Appears in 4 contracts
Sources: Auction Agency Agreement (Clough Global Allocation Fund), Auction Agency Agreement (Clough Global Equity Fund), Auction Agency Agreement (Clough Global Opportunities Fund)
Representations and Warranties of the Fund. The Fund represents and warrants to the Auction Agent that:
(a) the Fund is a duly incorporated and existing corporation or a duly organized and existing business trust in good standing under the laws of the State of its incorporation or organization Delaware and has full corporate power or all requisite power to execute and deliver the Agreement and to authorize, create and issue the shares of MuniPreferred Preferred Shares of each series and the shares of MuniPreferred Preferred Shares of each series when issued, will be duly authorized, validly issued, fully paid and nonassessable;
(b) the Agreement has been duly and validly authorized, executed and delivered by the Fund and constitutes the legal, valid and binding obligation of the Fund;
(c) the form of the certificate evidencing the shares of MuniPreferred Preferred Shares of each series complies or will comply with all applicable laws of the State of its incorporation or organizationDelaware;
(d) when issued, the shares of MuniPreferred Preferred Shares of each series will have been duly registered under the Securities Act of 1933, as amended, and no further action by or before any governmental body or authority of the United States or of any state thereof is required in connection with the execution and delivery of the Agreement or will have been required in connection with the issuance of the shares of MuniPreferred Preferred Shares of each series;; and
(e) the execution and delivery of the Agreement and the issuance and delivery of the shares of MuniPreferred Preferred Shares of each series do not and will not conflict with, violate or result in a breach of, the terms, conditions or provisions of, or constitute a default under, the Articles of Incorporation or Agreement and Declaration of Trust (as amended by one or more Statements) or the By- By-Laws of the Fund, any law or regulation, any order or decree of any court or public authority having jurisdiction, or any mortgage, indenture, contract, agreement or undertaking to which the Fund is a party or by which it is bound the effect of which conflict, violation, default or breach would be material to the Fund or the Fund and its subsidiaries taken as a whole; and
(f) no taxes are payable upon or in respect of the execution of the Agreement or the issuance of the shares of MuniPreferred of any series.
Appears in 4 contracts
Sources: Auction Agency Agreement (Calamos Global Dynamic Income Fund), Auction Agency Agreement (Calamos Convertible & High Income Fund), Auction Agency Agreement (Calamos Strategic Total Return Fund)
Representations and Warranties of the Fund. The Fund represents and warrants to as follows (in reliance, where applicable, on the Auction Agent that:representations and warranties of the Subscriber contained in this Subscription Agreement and the representations and warranties of the Other Investors):
(a) the a. The Fund is a duly incorporated and existing corporation or a duly organized and validly existing business as a statutory trust in good standing under the laws of the State of its incorporation or organization Delaware and has full all requisite corporate power to conduct the business in which it proposes to engage as described in the Memorandum.
b. No consent, approval or all requisite power authorization of, or filing or registration with, any governmental authority on the part of the Fund is required for the acceptance or execution and delivery of this Subscription Agreement/the Investor Questionnaire by it, or the issuance of Shares as contemplated thereby, except for any consents, approvals, authorizations or filings which are required under any applicable securities laws (federal, state or foreign) and which have been made or obtained prior to execute the Closing or are made or obtained hereafter within the time prescribed by law. All action required to be taken by the Fund as a condition to the issuance and deliver sale of the Shares will have been taken at or before the Closing. The acceptance of this Subscription Agreement and by the Fund will not result in the violation of, constitute a default under, or conflict with, any mortgage, indenture, contract, agreement, instrument, judgment, decree, order, statute, rule or regulation applicable to authorizethe Fund. Upon delivery of the Fund Acceptance of Subscription by the Fund, create and issue the shares of MuniPreferred of each series and the shares of MuniPreferred of each series when issued, this Subscription Agreement (i) will be have been deemed duly authorized, validly issued, fully paid and nonassessable;
(b) the Agreement has been duly and validly authorized, executed and delivered by the Fund Fund, and constitutes (ii) will constitute the legal, valid and binding obligation of the Fund;
, except (cA) as limited by any applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting the form rights and remedies of the certificate evidencing the shares of MuniPreferred of each series complies or will comply with all applicable laws of the State of its incorporation or organization;
(d) when issued, the shares of MuniPreferred of each series will have been duly registered under the Securities Act of 1933creditors generally, as amendedfrom time to time in effect, (B) as limited by general principles of equity and no further action by or before any governmental body or authority (C) as the enforcement of remedies rests in the United States or discretion of any state thereof is required in connection with the execution and delivery of the Agreement or will have been required in connection with the issuance of the shares of MuniPreferred of each series;
(e) the execution and delivery of the Agreement and the issuance and delivery of the shares of MuniPreferred of each series do not and will not conflict with, violate or result in a breach of, the terms, conditions or provisions of, or constitute a default under, the Articles of Incorporation or Declaration of Trust (as amended by one or more Statements) or the By- Laws of the Fund, any law or regulation, any order or decree of any court or public authority having jurisdiction, or any mortgage, indenture, contract, agreement or undertaking to which the Fund is a party or by which it is bound the effect of which conflict, violation, default or breach would be material to the Fund or the Fund and its subsidiaries taken as a whole; and
(f) no taxes are payable upon or in respect of the execution of the Agreement or the issuance of the shares of MuniPreferred of any seriescourt.
Appears in 3 contracts
Sources: Subscription Agreement (Lord Abbett Private Credit Fund S), Subscription Agreement (Lord Abbett Private Credit Fund), Subscription Agreement (KKR FS Income Trust)
Representations and Warranties of the Fund. The Fund represents and warrants to the Auction Agent that:
(a) the Fund is a duly incorporated and existing corporation or a duly organized and existing business statutory trust in good standing under the laws of the State of its incorporation or organization and has full corporate power or all requisite power to execute and deliver the Agreement and to authorize, create and issue the shares of MuniPreferred AMPS of each series series, and the shares of MuniPreferred AMPS of each series when issued, will be duly authorized, validly issued, fully paid and nonassessable;
(b) the Agreement has been duly and validly authorized, executed and delivered by the Fund and constitutes the legal, valid and binding obligation of the Fund;
(c) the form of the certificate evidencing the shares of MuniPreferred AMPS of each series complies or will comply with all applicable laws of the State of its incorporation or organization;
(d) when issued, the shares of MuniPreferred AMPS of each series will have been duly registered under the Securities Act of 1933, as amended, and no further action by or before any governmental body or authority of the United States or of any state thereof is required in connection with the execution and delivery of the Agreement or will have been required in connection with the issuance of the shares of MuniPreferred AMPS of each series;
(e) the execution and delivery of the Agreement and the issuance and delivery of the shares of MuniPreferred AMPS of each series do not and will not conflict with, violate or result in a breach of, the terms, conditions or provisions of, or constitute a default under, the Articles of Incorporation or Agreement and Declaration of Trust (as amended by one or more Statements) or Trust, the By- By-Laws of the Fund, any law or regulation, any order or decree of any court or public authority having jurisdiction, or any mortgage, indenture, contract, agreement or undertaking to which the Fund is a party or by which it is bound the effect of which conflict, violation, default or breach would be material to the Fund or the Fund and its subsidiaries taken as a whole; and
(f) no taxes are payable upon or in respect of the execution of the Agreement or the issuance of the shares of MuniPreferred AMPS of any series.
Appears in 3 contracts
Sources: Auction Agency Agreement (Ts&w / Claymore Tax-Advantaged Balanced Fund), Auction Agency Agreement (Advent Claymore Convertible Securities & Income Fund), Auction Agency Agreement (Dreman Claymore Dividend & Income Fund)
Representations and Warranties of the Fund. The Fund represents and warrants to the Auction Agent that:
(a) the Fund is a duly incorporated and existing corporation or a duly organized and existing business trust in good standing under the laws of the State of its incorporation or organization Massachusetts and has full corporate power or all requisite power to execute and deliver the Agreement and to authorize, create and issue the shares of MuniPreferred TAPS of each series and the shares of MuniPreferred TAPS of each series when issued, will be duly authorized, validly issued, fully paid and nonassessable;
(b) the Agreement has been duly and validly authorized, executed and delivered by the Fund and constitutes the legal, valid and binding obligation of the Fund;
(c) the form of the certificate evidencing the shares of MuniPreferred TAPS of each series complies or will comply with all applicable laws of the State of its incorporation or organizationMassachusetts;
(d) when issued, the shares of MuniPreferred TAPS of each series will have been duly registered under the Securities Act of 1933, as amended, and no further action by or before any governmental body or authority of the United States or of any state thereof is required in connection with the execution and delivery of the Agreement or will have been required in connection with the issuance of the shares of MuniPreferred TAPS of each series;; and
(e) the execution and delivery of the Agreement and the issuance and delivery of the shares of MuniPreferred TAPS of each series do not and will not conflict with, violate or result in a breach of, the terms, conditions or provisions of, or constitute a default under, the Articles of Incorporation or Declaration of Trust (as amended by one or more Statements) or the By- By-Laws of the Fund, any law or regulation, any order or decree of any court or public authority having jurisdiction, or any mortgage, indenture, contract, agreement or undertaking to which the Fund is a party or by which it is bound the effect of which conflict, violation, default or breach would be material to the Fund or the Fund and its subsidiaries taken as a whole; and
(f) no taxes are payable upon or in respect of the execution of the Agreement or the issuance of the shares of MuniPreferred of any series.
Appears in 3 contracts
Sources: Auction Agency Agreement (Nuveen Real Estate Income Fund), Auction Agency Agreement (Nuveen Real Estate Income Fund), Auction Agency Agreement (Nuveen Senior Income Fund)
Representations and Warranties of the Fund. The Fund represents and warrants to the Auction Agent that:
(ai) the Fund is a duly incorporated and existing corporation or a duly organized and is validly existing as a voluntary association (commonly referred to as a business trust trust) in good standing under the laws of the State Commonwealth of its incorporation or organization Massachusetts, and has full corporate power or all requisite power to execute and deliver the this Agreement and to authorize, create and issue the shares of MuniPreferred of each series and the shares of MuniPreferred of each series when issued, will be duly authorized, validly issued, fully paid and nonassessableAMPS;
(bii) the Fund is registered with the Securities and Exchange Commission under the Investment Company Act of 1940, as amended, as a closed-end, non-diversified, management investment company;
(iii) this Agreement has been duly and validly authorized, executed and delivered by the Fund and constitutes the legal, valid and binding obligation of the Fund, enforceable against the Fund in accordance with its terms, subject as to such enforceability to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general equitable principles;
(civ) the form forms of the certificate certificates evidencing the shares of MuniPreferred of each series complies or will of AMPS comply with all applicable laws of the State Commonwealth of its incorporation or organizationMassachusetts;
(dv) when the shares of each series of AMPS have been duly and validly authorized by the Fund and, upon completion of the initial sale of the shares of such series of AMPS and receipt of payment therefor, will be validly issued, fully paid and nonassessable;
(vi) at the time of the offering of the shares of each series of AMPS, the shares of MuniPreferred of each series offered will have been duly be registered under the Securities Act of 1933, as amended, and no further action by or before any governmental body or authority of the United States or of any state thereof is required in connection with the execution and delivery of the this Agreement or will have been be required in connection with the issuance of the shares AMPS, except such action as required by applicable state securities or insurance laws, all of MuniPreferred of each serieswhich action will have been taken;
(evii) the execution and delivery of the this Agreement and the issuance and delivery of the shares of MuniPreferred of each series of AMPS do not and will not conflict with, violate violate, or result in a breach of, the terms, conditions or provisions of, or constitute a default under, the Articles of Incorporation or Declaration of Trust (as amended by one or more Statements) or the By- By-Laws of the Fund, any law or regulationregulation applicable to the Fund, any order or decree of any court or public authority having jurisdictionjurisdiction over the Fund, or any mortgage, indenture, contract, agreement or undertaking to which the Fund is a party or by which it is bound the effect of which conflict, violation, default or breach would be material to the Fund or the Fund and its subsidiaries taken as a wholebound; and
(fviii) no taxes are payable upon or in respect of the execution of the this Agreement or will be payable upon or in respect of the issuance of the shares of MuniPreferred each series of any seriesAMPS.
Appears in 3 contracts
Sources: Auction Agent Agreement (Muniholdings Florida Insured Fund Iii), Auction Agent Agreement (Muniholdings Florida Insured Fund V), Auction Agent Agreement (Muniholdings Pennsylvania Insured Fund)
Representations and Warranties of the Fund. The Fund represents and warrants to the Auction Agent that:
(ai) the Fund is a duly incorporated and existing corporation or a duly organized and is validly existing business trust in good standing as a corporation under the laws of the State of its incorporation or organization Maryland, and has full corporate power or all requisite power to execute and deliver the this Agreement and to authorize, create and issue the shares of MuniPreferred of each series and the shares of MuniPreferred of each series when issued, will be duly authorized, validly issued, fully paid and nonassessableAPS;
(bii) the Fund is registered with the Commission under the 1940 Act as a closed-end, diversified, management investment company;
(iii) this Agreement has been duly and validly authorized, executed and delivered by the Fund and constitutes the legal, valid and binding obligation of the Fund, enforceable against the Fund in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general equitable principles;
(civ) the form of the certificate evidencing the shares of MuniPreferred of each series APS complies or will comply with all applicable laws of the State of its incorporation or organizationMaryland;
(dv) when issuedthe APS have been duly and validly authorized by the Fund and, upon completion of the initial sale of the APS and receipt of payment therefor, will be validly issued by the Fund, fully paid and nonassessable;
(vi) at the time of the offering of the APS, the shares of MuniPreferred of each series offered will have been duly be registered under the Securities Act of 1933, as amended, and no further action by or before any governmental body or authority of the United States or of any state thereof is required in connection with the execution and delivery of the this Agreement or will have been be required in connection with the issuance of the shares of MuniPreferred of each seriesthe APS, except such action as required by applicable state securities laws;
(evii) the execution and delivery of the this Agreement and the issuance and delivery of the shares of MuniPreferred of each series APS do not and will not conflict with, violate violate, or result in a breach of, of the terms, conditions or provisions of, or constitute a default under, the Articles of Incorporation or Declaration of Trust (as amended by one or more Statements) or the By- Laws of the Fund, any law or regulationCharter, any order or decree of any court or public authority having jurisdictionjurisdiction over the Fund, or any mortgage, indenture, contract, agreement or undertaking to which the Fund is a party or by which it is bound the effect of which conflict, violation, default or breach would be material to the Fund or the Fund and its subsidiaries taken as a wholebound; and
(fviii) no taxes are payable upon or in respect of the execution of the this Agreement or will be payable upon or in respect of the issuance of the shares of MuniPreferred of any seriesAPS.
Appears in 3 contracts
Sources: Auction Agency Agreement (DNP Select Income Fund Inc), Auction Agency Agreement (DNP Select Income Fund Inc), Auction Agency Agreement (DNP Select Income Fund Inc)
Representations and Warranties of the Fund. The Fund represents and warrants to the Auction Agent that:
(ai) the Fund is a duly incorporated and existing corporation or a has been duly organized and is validly existing business trust in good standing as an unincorporated voluntary association under and by virtue of the laws of the State The Commonwealth of its incorporation or organization Massachusetts, and has full corporate power or all requisite power to execute and deliver the this Agreement and to authorize, create and issue the shares of MuniPreferred of each series and the shares of MuniPreferred of each series when issued, will be duly authorized, validly issued, fully paid and nonassessablePreferred Shares;
(bii) the Fund is registered with the Commission under the 1940 Act as a closed-end, diversified, management investment company;
(iii) this Agreement has been duly and validly authorized, executed and delivered by the Fund and constitutes the legal, valid and binding obligation of the Fund, enforceable against the Fund in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general equitable principles;
(civ) the form of the certificate certificates evidencing the shares of MuniPreferred of each series complies or will Preferred Shares comply with all applicable laws of the State The Commonwealth of its incorporation or organizationMassachusetts;
(dv) when issuedthe Preferred Shares have been duly and validly authorized by the Fund and, upon completion of the initial sale of the Preferred Shares and receipt of payment therefor, will be validly issued by the Fund, fully paid and nonassessable;
(vi) at the time of the offering of the Preferred Shares, the shares of MuniPreferred of each series offered will have been duly be registered under the Securities Act of 1933, as amended, and no further action by or before any governmental body or authority of the United States or of any state thereof is required in connection with the execution and delivery of the this Agreement or will have been be required in connection with the issuance of the shares of MuniPreferred of each seriesthe Preferred Shares, except such action as required by applicable state securities laws;
(evii) the execution and delivery of the this Agreement and the issuance and delivery of the shares of MuniPreferred of each series Preferred Shares do not and will not conflict with, violate violate, or result in a breach of, of the terms, conditions or provisions of, or constitute a default under, the Articles of Incorporation or Agreement and Declaration of Trust (as amended by one or more Statements) or the By- Laws of the Fund, any law or regulationTrust, any order or decree of any court or public authority having jurisdictionjurisdiction over the Fund, or any mortgage, indenture, contract, agreement or undertaking to which the Fund is a party or by which it is bound the effect of which conflict, violation, default or breach would be material to the Fund or the Fund and its subsidiaries taken as a wholeFund; and
(fviii) no taxes are payable upon or in respect of the execution of the this Agreement or will be payable upon or in respect of the issuance of the shares of MuniPreferred of any seriesPreferred Shares.
Appears in 3 contracts
Sources: Auction Agency Agreement (Pimco California Municipal Income Fund), Auction Agency Agreement (Pimco Municipal Income Fund), Auction Agency Agreement (Pimco New York Municipal Income Fund)
Representations and Warranties of the Fund. The Fund represents and warrants to the Auction Agent that:
(ai) the Fund is a duly incorporated and existing corporation or a duly organized and is validly existing business trust as a corporation in good standing under the laws of the State of its incorporation or organization Maryland, and has full corporate power or all requisite power to execute and deliver the this Agreement and to authorize, create and issue the shares of MuniPreferred of each series and the shares of MuniPreferred of each series when issued, will be duly authorized, validly issued, fully paid and nonassessableAPS;
(bii) the Fund is registered with the Securities and Exchange Commission under the Investment Company Act of 1940, as amended, as a closed-end, non-diversified, management investment company;
(iii) this Agreement has been duly and validly authorized, executed and delivered by the Fund and constitutes the legal, valid and binding obligation of the Fund, enforceable against the Fund in accordance with its terms, subject as to such enforceability to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general equitable principles;
(civ) the form forms of the certificate certificates evidencing the shares of MuniPreferred of each series complies or will APS comply with all applicable laws of the State of its incorporation or organizationMaryland;
(dv) when the shares of APS have been duly and validly authorized by the Fund and, upon completion of the initial sale of the shares of APS and receipt of payment therefor, will be validly issued, fully paid and nonassessable;
(vi) at the time of the offering of the shares of APS, the shares of MuniPreferred of each series offered will have been duly be registered under the Securities Act of 1933, as amended, and no further action by or before any governmental body or authority of the United States or of any state thereof is required in connection with the execution and delivery of the this Agreement or will have been be required in connection with the issuance of the shares of MuniPreferred APS, except such action as required by applicable state securities laws, all of each serieswhich action will have been taken;
(evii) the execution and delivery of the this Agreement and the issuance and delivery of the shares of MuniPreferred of each series APS do not and will not conflict with, violate violate, or result in a breach of, the terms, conditions or provisions of, or constitute a default under, the Fund's Articles of Incorporation Incorporation, By-Laws or Declaration of Trust (as amended by one or more Statements) or the By- Laws of the FundArticles Supplementary, any law or regulationregulation applicable to the Fund, any order or decree of any court or public authority having jurisdictionjurisdiction over the Fund, or any mortgage, indenture, contract, agreement or undertaking to which the Fund is a party or by which it is bound the effect of which conflict, violation, default or breach would be material to the Fund or the Fund and its subsidiaries taken as a wholebound; and
(fviii) no taxes are payable upon or in respect of the execution of the this Agreement or will be payable upon or in respect of the issuance of the shares of MuniPreferred of any seriesAPS.
Appears in 2 contracts
Sources: Auction Agent Agreement (Dreyfus Municipal Income Inc), Auction Agent Agreement (Dreyfus Strategic Municipal Bond Fund Inc)
Representations and Warranties of the Fund. The Fund represents and warrants to the Auction Agent that:
(ai) the Fund is a duly incorporated and existing corporation or a duly organized and is validly existing business as a Delaware statutory trust in good standing under the laws of the State of its incorporation or organization Delaware, and has full corporate power or all requisite power to execute and deliver the this Agreement and to authorize, create and issue the shares of MuniPreferred of each series and the shares of MuniPreferred of each series when issued, will be duly authorized, validly issued, fully paid and nonassessablePreferred Shares;
(bii) the Fund is registered with the Commission under the 1940 Act as a closed-end, diversified, management investment company;
(iii) this Agreement has been duly and validly authorized, executed and delivered by the Fund and constitutes the legal, valid and binding obligation of the Fund, enforceable against the Fund in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equitable principles;
(civ) the form of the certificate evidencing the shares of MuniPreferred of each series Preferred Shares complies or will comply with all applicable laws of the State of its incorporation or organizationDelaware;
(dv) when issuedthe Preferred Shares have been duly and validly authorized by the Fund and, upon completion of the initial sale of the Preferred Shares and receipt of payment therefor, will be validly issued by the Fund, fully paid and nonassessable;
(vi) at the time of the offering of the Preferred Shares, the shares of MuniPreferred of each series offered will have been duly be registered under the Securities Act of 1933, as amended, and no further action by or before any governmental body or authority of the United States or of any state thereof is required in connection with the execution and delivery of the this Agreement or will have been be required in connection with the issuance of the shares of MuniPreferred of each seriesthe Preferred Shares, except such action as required by applicable state securities laws;
(evii) the execution and delivery of the this Agreement and the issuance and delivery of the shares of MuniPreferred of each series Preferred Shares do not and will not conflict with, violate violate, or result in a breach of, of the terms, conditions or provisions of, or constitute a default under, the Articles of Incorporation or Agreement and Declaration of Trust (as amended by one or more Statements) or the By- Laws of the Fund, any law or regulationas amended, any order or decree of any court or public authority having jurisdictionjurisdiction over the Fund, or any mortgage, indenture, contract, agreement or undertaking to which the Fund is a party or by which it is bound the effect of which conflict, violation, default or breach would be material to the Fund or the Fund and its subsidiaries taken as a wholebound; and
(fviii) no taxes are payable upon or in respect of the execution of the this Agreement or will be payable upon or in respect of the issuance of the shares of MuniPreferred of any seriesPreferred Shares.
Appears in 2 contracts
Sources: Auction Agency Agreement (RMR Asia Pacific Real Estate Fund), Auction Agency Agreement (RMR Real Estate Income Fund)
Representations and Warranties of the Fund. The Fund represents and warrants to the Auction Agent that:
(a) the The Fund is a duly incorporated and existing corporation or a has been duly organized and is validly existing business trust in good standing as a corporation under the laws of the State of its incorporation or organization Maryland and has full all necessary corporate power or all requisite power and authority to execute and deliver the this Agreement and to authorize, create and issue the shares of MuniPreferred of each series and the shares of MuniPreferred of each series when issued, will be duly authorized, validly issued, fully paid and nonassessableATP;
(b) the This Agreement has been duly and validly authorized, executed and delivered by the Fund and, assuming due authorization, execution and delivery by the Auction Agent, constitutes the legal, valid and binding obligation of the FundFund subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium, receivership or similar laws, whether statutory or decisional, relating to or affecting creditors' rights and to general equitable principles (regardless of whether enforcement is sought in equity or at law);
(c) the The form of the certificate evidencing the shares of MuniPreferred of each series ATP complies or will comply with all applicable laws of the State of its incorporation or organizationMaryland;
(d) The shares of ATP, when issued, delivered and paid for on the shares Date of MuniPreferred of each series Original Issue as contemplated by the Underwriting Agreement, will have been duly registered authorized, validly issued, fully paid and nonassessable, except as provided under Maryland law;
(e) Assuming the Underwriter complies with its obligations under the Underwriting Agreement and that the purchasers of the ATP comply with their obligations in the Master Purchaser's Letters, no consent, authorization or order of, or filing or registration with, any court, governmental agency or official (except such as have been obtained and such as may be required under the Securities Act of 1933, as amended, and no further action by or before any governmental body the Investment Company Act of 1940, as amended, or authority of under the United States blue sky or of any state thereof securities laws) is required in connection with the execution and delivery of the this Agreement or will have been required in connection with the issuance of the shares of MuniPreferred of each series;the ATP; and
(ef) the execution The issuance and delivery sale of the Agreement ATP, the execution, delivery and performance of this Agreement, the compliance by the Fund with all provisions hereof, and the issuance and delivery consummation of the shares of MuniPreferred of each series do not and transactions contemplated hereby or by the Underwriting Agreement or the Broker-Dealer Agreements, will not conflict with, violate or result in constitute a breach of, of any of the terms, conditions terms or provisions of, or constitute a default under, or result in the Articles creation or imposition of Incorporation any material lien, charge or Declaration of Trust (as amended by one or more Statements) or the By- Laws encumbrance upon any of the Fund, any law or regulation, any order or decree assets of the Fund pursuant to the terms of any court agreement, indenture or public authority having jurisdiction, or any mortgage, indenture, contract, agreement or undertaking instrument to which the Fund is a party or by which it the Fund is bound bound, or result in a violation of the effect Articles of Incorporation, ATP Provisions or By-Laws of the Fund or of any order, rule or regulation of any court or governmental agency having jurisdiction over the Fund or its property which conflict, breach, default, lien or violation, default or breach would be material to the Fund or the Fund and its subsidiaries taken as a whole; and
(f) no taxes are payable upon individually or in respect the aggregate, would have a material adverse effect on the business, financial position or results of operations of the execution of the Agreement or the issuance of the shares of MuniPreferred of any seriesFund.
Appears in 2 contracts
Sources: Auction Agent Agreement (New America High Income Fund Inc), Auction Agent Agreement (New America High Income Fund Inc)
Representations and Warranties of the Fund. The Fund represents and warrants to the Auction Agent that:
(ai) the Fund is a duly incorporated and validly existing corporation or a duly organized and existing business trust in good standing under the laws of the State of its incorporation or organization Maryland, and has full corporate power or all requisite power to execute and deliver the this Agreement and to authorize, create and issue the shares of MuniPreferred of each series and the shares of MuniPreferred of each series when issued, will be duly authorized, validly issued, fully paid and nonassessablePreferred Shares;
(bii) the this Agreement has been duly and validly authorized, executed and delivered by the Fund and constitutes the legal, valid and binding obligation of the Fund, enforceable against the Fund in accordance with its terms, subject as to such enforceability to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equitable principles;
(ciii) the form of the certificate certificates evidencing the shares of MuniPreferred of each series complies or will Preferred Shares comply with all applicable laws of the State of its incorporation or organizationMaryland;
(div) when issued, the shares of MuniPreferred of each series Preferred Shares will have been duly registered under the Securities Act of 1933, as amended, and no further action by or before any governmental body or authority of the United States or of any state thereof is required in connection with the execution and delivery of the this Agreement or will have been be required in connection with the issuance of the shares of MuniPreferred of each seriesPreferred Shares;
(ev) the execution and delivery of the this Agreement and the issuance and delivery of the shares of MuniPreferred of each series Preferred Shares do not and will not conflict with, violate violate, or result in a breach of, of the terms, conditions or provisions of, or constitute a default under, the Articles of Incorporation or Declaration of Trust (as amended by one or more StatementsArticles Supplementary) or the By- By-Laws of the Fund, any law or regulation, any order or decree of any court or public authority having jurisdictionjurisdiction over the Fund, or any mortgage, indenture, contract, agreement or undertaking to which the Fund is a party or by which it is bound the effect of which conflict, violation, default or breach breech would be material to the Fund or the Fund and its subsidiaries Fund, taken as a whole; and
(fvi) no taxes are payable upon or in respect of the execution of the this Agreement or will be payable upon or in respect of the issuance of the shares of MuniPreferred of any seriesPreferred Shares.
Appears in 2 contracts
Sources: Auction Agency Agreement, Auction Agency Agreement (Real Estate Income Fund Inc)
Representations and Warranties of the Fund. The Fund represents and warrants to the Auction Agent that:
(a) the Fund is a duly incorporated and existing corporation or a duly organized and existing business trust in good standing under the laws of the State of its incorporation or organization and has full corporate power or all requisite power to execute and deliver the Agreement and to authorize, create and issue the shares of MuniPreferred of each series and the shares of MuniPreferred of each series when issued, will be duly authorized, validly issued, fully paid and nonassessable;
(b) the Agreement has been duly and validly authorized, executed and delivered by the Fund and constitutes the legal, valid and binding obligation of the Fund;
(c) the form of the certificate evidencing the shares of MuniPreferred of each series complies or will comply with all applicable laws of the State of its incorporation or organization;
(d) when issued, the shares of MuniPreferred of each series will have been duly registered under the Securities Act of 1933, as amended, and no further action by or before any governmental body or authority of the United States or of any state thereof is required in connection with the execution and delivery of the Agreement or will have been required in connection with the issuance of the shares of MuniPreferred of each series;
(e) the execution and delivery of the Agreement and the issuance and delivery of the shares of MuniPreferred of each series do not and will not conflict with, violate or result in a breach of, the terms, conditions or provisions of, or constitute a default under, the Articles of Incorporation or Declaration of Trust (as amended by one or more Statements) or the By- By-Laws of the Fund, any law or regulation, any order or decree of any court or public authority having jurisdiction, or any mortgage, indenture, contract, agreement or undertaking to which the Fund is a party or by which it is bound the effect of which conflict, violation, default or breach would be material to the Fund or the orthe Fund and its subsidiaries taken as a whole; and
(f) no taxes are payable upon or in respect of the execution of the Agreement or the issuance of the shares of MuniPreferred of any series.
Appears in 2 contracts
Sources: Auction Agency Agreement (Nuveen New York Performance Plus Municipal Fund Inc), Auction Agency Agreement (Nuveen New York Select Quality Municipal Fund Inc)
Representations and Warranties of the Fund. The Fund represents and warrants to the Auction Agent that:
(ai) the Fund is a duly incorporated and existing corporation or a duly organized and is validly existing business trust as a corporation in good standing under the laws of the State of its incorporation or organization Maryland, and has full corporate power or all requisite power to execute and deliver the this Agreement and to authorize, create and issue the shares of MuniPreferred of each series and the shares of MuniPreferred of each series when issued, will be duly authorized, validly issued, fully paid and nonassessableAPS;
(bii) the Fund is registered with the Securities and Exchange Commission under the Investment Company Act of 1940, as amended, as a closed-end, diversified, management investment company;
(iii) this Agreement has been duly and validly authorized, executed and delivered by the Fund and constitutes the legal, valid and binding obligation of the Fund, enforceable against the Fund in accordance with its terms, subject as to such enforceability to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general equitable principles;
(civ) the form forms of the certificate certificates evidencing the shares of MuniPreferred of each series complies or will APS comply with all applicable laws of the State of its incorporation or organizationMaryland;
(dv) when the shares of APS have been duly and validly authorized by the Fund and, upon completion of the initial sale of the shares of APS and receipt of payment therefor, will be validly issued, fully paid and nonassessable;
(vi) at the time of the offering of the shares of APS, the shares of MuniPreferred of each series offered will have been duly be registered under the Securities Act of 1933, as amended, and no further action by or before any governmental body or authority of the United States or of any state thereof is required in connection with the execution and delivery of the this Agreement or will have been be required in connection with the issuance of the shares of MuniPreferred APS, except such action as required by applicable state securities laws, all of each serieswhich action will have been taken;
(evii) the execution and delivery of the this Agreement and the issuance and delivery of the shares of MuniPreferred of each series APS do not and will not conflict with, violate violate, or result in a breach of, the terms, conditions or provisions of, or constitute a default under, the Fund's Articles of Incorporation Incorporation, By-Laws or Declaration of Trust (as amended by one or more Statements) or the By- Laws of the FundArticles Supplementary, any law or regulationregulation applicable to the Fund, any order or decree of any court or public authority having jurisdictionjurisdiction over the Fund, or any mortgage, indenture, contract, agreement or undertaking to which the Fund is a party or by which it is bound the effect of which conflict, violation, default or breach would be material to the Fund or the Fund and its subsidiaries taken as a wholebound; and
(fviii) no taxes are payable upon or in respect of the execution of the this Agreement or will be payable upon or in respect of the issuance of the shares of MuniPreferred of any seriesAPS.
Appears in 1 contract
Sources: Auction Agent Agreement (Dreyfus Strategic Municipals Inc)
Representations and Warranties of the Fund. The Fund represents and warrants to the Auction Agent that:
(ai) the Fund is a duly incorporated and existing corporation or a duly organized and is validly existing business as a statutory trust in good standing under the laws of the State of its incorporation or organization Delaware, and has full corporate power or all requisite power to execute and deliver the this Agreement and to authorize, create and issue the shares of MuniPreferred of each series and the shares of MuniPreferred of each series when issued, will be duly authorized, validly issued, fully paid and nonassessableAMPS;
(bii) the Fund is registered with the Commission under the 1940 Act as a closed-end, non-diversified, management investment company;
(iii) this Agreement has been duly and validly authorized, executed and delivered by the Fund and constitutes the legal, valid and binding obligation of the Fund, enforceable against the Fund in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general equitable principles;
(civ) the form of the certificate evidencing the shares of MuniPreferred of each series AMPS complies or will comply with all applicable laws of the State of its incorporation or organizationDelware;
(dv) when issuedthe AMPS have been duly and validly authorized by the Fund and, upon completion of the initial sale of the AMPS and receipt of payment therefor, will be validly issued by the Fund, fully paid and nonassessable;
(vi) at the time of the offering of the AMPS, the shares of MuniPreferred of each series offered will have been duly be registered under the Securities Act of 1933, as amended, and no further action by or before any governmental body or authority of the United States or of any state thereof is required in connection with the execution and delivery of the this Agreement or will have been be required in connection with the issuance of the shares of MuniPreferred of each seriesthe AMPS, except such action as required by applicable state securities laws;
(evii) the execution and delivery of the this Agreement and the issuance and delivery of the shares of MuniPreferred of each series AMPS do not and will not conflict with, violate violate, or result in a breach of, of the terms, conditions or provisions of, or constitute a default under, the Articles of Incorporation or Agreement and Declaration of Trust (as amended by one or more Statements) or the By- Laws of the Fund, any law or regulationTrust, any order or decree of any court or public authority having jurisdictionjurisdiction over the Fund, or any mortgage, indenture, contract, agreement or undertaking to which the Fund is a party or by which it is bound the effect of which conflict, violation, default or breach would be material to the Fund or the Fund and its subsidiaries taken as a wholebound; and
(fviii) no taxes are payable upon or in respect of the execution of the this Agreement or will be payable upon or in respect of the issuance of the shares of MuniPreferred of any seriesAMPS.
Appears in 1 contract
Sources: Auction Agency Agreement (Reaves Utility Income Fund)
Representations and Warranties of the Fund. The Fund represents and warrants to the Auction Agent that:
(ai) the Fund is a duly incorporated and existing corporation or a duly organized and is validly existing business trust in good standing as a corporation under the laws of the State of its incorporation or organization Maryland, and has full corporate power or all requisite power to execute and deliver the this Agreement and to authorize, create and issue the shares of MuniPreferred of each series and the shares of MuniPreferred of each series when issued, will be duly authorized, validly issued, fully paid and nonassessablePreferred Shares;
(bii) the Fund is registered with the Commission under the 1940 Act as a closed-end, diversified, management investment company;
(iii) this Agreement has been duly and validly authorized, executed and delivered by the Fund and constitutes the legal, valid and binding obligation of the Fund, enforceable against the Fund in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equitable principles;
(civ) the form of the certificate certificates evidencing the shares of MuniPreferred of each series complies or will Preferred Shares comply with all applicable laws of the State of its incorporation or organizationMaryland;
(dv) when issuedthe Preferred Shares has been duly and validly authorized by the Fund and, upon completion of the initial sale of the Preferred Shares and receipt of payment therefor, will be validly issued by the Fund, fully paid and nonassessable;
(vi) at the time of the offering of the Preferred Shares, the shares of MuniPreferred of each series offered will have been duly be registered under the Securities Act of 1933, as amended, and no further action by or before any governmental body or authority of the United States or of any state thereof is required in connection with the execution and delivery of the this Agreement or will have been be required in connection with the issuance of the shares of MuniPreferred of each seriesthe Preferred Shares, except such action as required by applicable state securities laws;
(evii) the execution and delivery of the this Agreement and the issuance and delivery of the shares of MuniPreferred of each series Preferred Shares do not and will not conflict with, violate violate, or result in a breach of, of the terms, conditions or provisions of, or constitute a default under, the Articles of Incorporation or Declaration of Trust (as amended by one or more Statements) or the By- Laws of the Fund, any law or regulation, any order or decree of any court or public authority having jurisdictionjurisdiction over the Fund, or any mortgage, indenture, contract, agreement or undertaking to which the Fund is a party or by which it is bound the effect of which conflict, violation, default or breach would be material to the Fund or the Fund and its subsidiaries taken as a wholebound; and
(fviii) no taxes are payable upon or in respect of the execution of the this Agreement or will be payable upon or in respect of the issuance of the shares of MuniPreferred of any seriesPreferred Shares.
Appears in 1 contract
Sources: Auction Agency Agreement (Prospect Street High Income Portfolio Inc)
Representations and Warranties of the Fund. The Fund represents and warrants to the Auction Agent that:
(a) the Fund is a duly incorporated and existing corporation or a has been duly organized and is validly existing business trust in good standing as a corporation under the laws of the State of its incorporation or organization Maryland and has full all necessary corporate power or all requisite power and authority to execute and deliver the this Agreement and to authorize, create and issue the shares of MuniPreferred of each series and the shares of MuniPreferred of each series when issued, will be duly authorized, validly issued, fully paid and nonassessableATP;
(b) the this Agreement has been duly and validly authorized, executed and delivered by the Fund and, assuming due authorization, execution and delivery by the Auction Agent, constitutes the legal, valid and binding obligation of the FundFund subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium, receivership or similar laws, whether statutory or decisional, relating to or affecting creditors' rights and to general equitable principles (regardless of whether enforcement is sought in equity or at law);
(c) the form of the certificate evidencing the shares of MuniPreferred of each series ATP complies or will comply with all applicable laws of the State of its incorporation or organizationMaryland;
(d) the shares of AtP, when issued, delivered and paid for on the shares Date of MuniPreferred of each series Original Issue as contemplated by the Underwriting Agreement, will have been duly registered authorized, validly issued, fully paid and nonassessable, except as provided under Maryland law;
(e) assuming the Underwriter complies with its obligations under the Underwriting Agreement and that the purchasers of the ATP comply with their obligations in the Master Purchaser's Letters, no consent, authorization or order of, or filing or registration with, any court, governmental agency or official (except such as have been obtained and such as may be required under the Securities Act of 1933, as amended, and no further action by or before any governmental body the Investment Company Act of 1940, as amended, or authority of under the United States blue sky or of any state thereof securities laws) is required in connection with the execution and delivery of the this Agreement or will have been required in connection with of the issuance of the shares of MuniPreferred of each series;the ATP; and
(ef) the execution and delivery of the Agreement and the issuance and delivery sale of the shares ATP, the execution, delivery and performance of MuniPreferred this Agreement, the compliance by the Fund with all provisions hereof, and the consummation of each series do not and the transactions contemplated hereby or by the Underwriting Agreement or the Broker-Dealer Agreements, will not conflict with, violate or result in constitute a breach of, of any of the terms, conditions terms or provisions of, or constitute a default under, or result in the Articles creation or imposition of Incorporation any material lien, charge or Declaration of Trust (as amended by one or more Statements) or the By- Laws encumbrance upon any of the Fund, any law or regulation, any order or decree assets of the Fund pursuant to the terms of any court agreement, indenture or public authority having jurisdiction, or any mortgage, indenture, contract, agreement or undertaking instrument to which the Fund is a party or by which it the Fund is bound bound, or result in a violation of the effect Articles of Incorporation, ATP Provisions or By-Laws of the Fund or of any order, rule or regulation of any court or governmental agency having jurisdiction over the Fund or its property which conflict, breach, default, lien or violation, default or breach would be material to the Fund or the Fund and its subsidiaries taken as a whole; and
(f) no taxes are payable upon individually or in respect the aggregate, would have a material adverse effect on the business, financial position or results of operations of the execution of the Agreement or the issuance of the shares of MuniPreferred of any seriesFund.
Appears in 1 contract
Sources: Auction Agent Agreement (New America High Income Fund Inc)
Representations and Warranties of the Fund. The Fund represents and warrants to the Auction Agent that:
(ai) the Fund is a duly incorporated and existing corporation or a duly organized and is validly existing business trust in good standing as a corporation under the laws of the State of its incorporation or organization Maryland, and has full corporate power or all requisite power to execute and deliver the this Agreement and to authorize, create and issue the shares of MuniPreferred of each series and the shares of MuniPreferred of each series when issued, will be duly authorized, validly issued, fully paid and nonassessableAMPS;
(bii) the Fund is registered with the Commission under the 1940 Act as a closed-end, diversified, management investment company;
(iii) this Agreement has been duly and validly authorized, executed and delivered by the Fund and constitutes the legal, valid and binding obligation of the Fund, enforceable against the Fund in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equitable principles;
(civ) the form of the certificate evidencing the shares of MuniPreferred of each series AMPS complies or will comply with all applicable laws of the State of its incorporation or organizationMaryland;
(dv) when issuedthe AMPS have been duly and validly authorized by the Fund and, upon completion of the initial sale of the AMPS and receipt of payment therefor, will be validly issued by the Fund, fully paid and nonassessable;
(vi) at the time of the offering of the AMPS, the shares of MuniPreferred of each series offered will have been duly be registered under the Securities Act of 1933, as amended, and no further action by or before any governmental body or authority of the United States or of any state thereof is required in connection with the execution and delivery of the this Agreement or will have been be required in connection with the issuance of the shares of MuniPreferred of each seriesthe AMPS, except such action as required by applicable state securities laws;
(evii) the execution and delivery of the this Agreement and the issuance and delivery of the shares of MuniPreferred of each series AMPS do not and will not conflict with, violate violate, or result in a breach of, of the terms, conditions or provisions of, or constitute a default under, the Articles of Incorporation or Declaration of Trust (as amended by one or more Statements) or the By- Laws of the Fund, any law or regulationCharter, any order or decree of any court or public authority having jurisdictionjurisdiction over the Fund, or any mortgage, indenture, contract, agreement or undertaking to which the Fund is a party or by which it is bound the effect of which conflict, violation, default or breach would be material to the Fund or the Fund and its subsidiaries taken as a wholebound; and
(fviii) no taxes are payable upon or in respect of the execution of the this Agreement or will be payable upon or in respect of the issuance of the shares of MuniPreferred of any seriesAMPS.
Appears in 1 contract
Sources: Auction Agency Agreement (Duff & Phelps Utility & Corporate Bond Trust Inc)
Representations and Warranties of the Fund. The Fund represents and warrants to the Auction Agent that:
(a) the The Fund is a duly incorporated and existing corporation or a has been duly organized and is validly existing business trust in good standing as a corporation under the laws of the State of its incorporation or organization Maryland and has full all necessary corporate power or all requisite power and authority to execute and deliver the this Agreement and to authorize, create and issue the shares of MuniPreferred of each series and the shares of MuniPreferred of each series when issued, will be duly authorized, validly issued, fully paid and nonassessableTARPS;
(b) the This Agreement has been duly and validly authorized, executed and delivered by the Fund and, assuming due authorization, execution and delivery by the Auction Agent, constitutes the legal, valid and binding obligation of the FundFund subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium, receivership or similar laws, whether statutory or decisional, relating to or affecting creditors' rights and to general equitable principles (regardless of whether enforcement is sought in equity or at law);
(c) the The form of the certificate evidencing the shares of MuniPreferred of each series TARPS complies or will comply with all applicable laws of the State of its incorporation or organizationMaryland;
(d) The shares of TARPS, when issued, delivered and paid for on the shares Date of MuniPreferred of each series Original Issue as contemplated by the Underwriting Agreement, will have been duly registered authorized, validly issued, fully paid and nonassessable, except as provided under Maryland law;
(e) Assuming the Underwriter complies with its obligations under the Underwriting Agreement and that the purchasers of the TARPS comply with their obligations in the Master Purchaser's Letters, no consent, authorization or order of, or filing or registration with, any court, governmental agency or official (except such as have been obtained and such as may be required under the Securities Act of 1933, as amended, and no further action by or before any governmental body the Investment Company Act of 1940, as amended, or authority of under the United States blue sky or of any state thereof securities laws) is required in connection with the execution and delivery of the this Agreement or will have been required in connection with the issuance of the shares of MuniPreferred of each series;the TARPS; and
(ef) the execution The issuance and delivery sale of the Agreement TARPS, the execution, delivery and performance of this Agreement, the compliance by the Fund with all provisions hereof, and the issuance and delivery consummation of the shares of MuniPreferred of each series do not and transactions contemplated hereby or by the Underwriting Agreement or the Broker-Dealer Agreements, will not conflict with, violate or result in constitute a breach of, of any of the terms, conditions terms or provisions of, or constitute a default under, or result in the Articles creation or imposition of Incorporation any material lien, charge or Declaration of Trust (as amended by one or more Statements) or the By- Laws encumbrance upon any of the Fund, any law or regulation, any order or decree assets of the Fund pursuant to the terms of any court agreement, indenture or public authority having jurisdiction, or any mortgage, indenture, contract, agreement or undertaking instrument to which the Fund is a party or by which it the Fund is bound bound, or result in a violation of the effect Articles of Incorporation, TARPS Provisions or By-Laws of the Fund or of any order, rule or regulation of any court or governmental agency having jurisdiction over the Fund or its property which conflict, breach, default, lien or violation, default or breach would be material to the Fund or the Fund and its subsidiaries taken as a whole; and
(f) no taxes are payable upon individually or in respect the aggregate, would have a material adverse effect on the business, financial position or results of operations of the execution of the Agreement or the issuance of the shares of MuniPreferred of any seriesFund.
Appears in 1 contract
Sources: Auction Agent Agreement (Prospect Street High Income Portfolio Inc)
Representations and Warranties of the Fund. The Fund represents and warrants to the Auction Agent that:
(ai) the Fund is a duly incorporated and existing corporation or a duly organized and is validly existing business trust in good standing as a corporation under the laws of the State of its incorporation or organization Maryland, and has full corporate power or all requisite power to execute and deliver the this Agreement and to authorize, create and issue the shares of MuniPreferred of each series and the shares of MuniPreferred of each series when issued, will be duly authorized, validly issued, fully paid and nonassessableSeries Preferred Shares;
(bii) the Fund is registered with the Commission under the 1940 Act as a closed-end, non-diversified, management investment company;
(iii) this Agreement has been duly and validly authorized, executed and delivered by the Fund and constitutes the legal, valid and binding obligation of the Fund, enforceable against the Fund in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general equitable principles;
(civ) the form of the certificate evidencing the shares of MuniPreferred of each series Series Preferred Shares complies or will comply with all applicable laws of the State of its incorporation or organizationMaryland;
(dv) when issuedthe Series Preferred Shares have been duly and validly authorized by the Fund and, upon completion of the initial sale of the Series Preferred Shares and receipt of payment therefor, will be validly issued by the Fund, fully paid and nonassessable;
(vi) at the time of the offering of the Series Preferred Shares, the shares of MuniPreferred of each series offered will have been duly be registered under the Securities Act of 1933, as amended, and no further action by or before any governmental body or authority of the United States or of any state thereof is required in connection with the execution and delivery of the this Agreement or will have been be required in connection with the issuance of the shares of MuniPreferred of each seriesthe Series Preferred Shares, except such action as required by applicable state securities laws;
(evii) the execution and delivery of the this Agreement and the issuance and delivery of the shares of MuniPreferred of each series Series Preferred Shares do not and will not conflict with, violate violate, or result in a breach of, of the terms, conditions or provisions of, or constitute a default under, the Articles of Incorporation or Declaration of Trust (as amended by one or more Statements) or the By- Laws of the Fund, any law or regulationIncorporation, any order or decree of any court or public authority having jurisdictionjurisdiction over the Fund, or any mortgage, indenture, contract, agreement or undertaking to which the Fund is a party or by which it is bound the effect of which conflict, violation, default or breach would be material to the Fund or the Fund and its subsidiaries taken as a wholebound; and
(fviii) no taxes are payable upon or in respect of the execution of the this Agreement or will be payable upon or in respect of the issuance of the shares of MuniPreferred of any seriesSeries Preferred Shares.
Appears in 1 contract
Sources: Auction Agency Agreement (Cohen & Steers Select Utility Fund Inc)
Representations and Warranties of the Fund. The Fund represents and warrants to the Auction Agent that:
(ai) the Fund is a duly incorporated and existing corporation or a has been duly organized and is validly existing business as a statutory trust in good standing under the laws of the State of its incorporation or organization Delaware, and has full corporate power or all requisite power to execute and deliver the this Agreement and to authorize, create and issue the shares of MuniPreferred of each series and the shares of MuniPreferred of each series when issued, will be duly authorized, validly issued, fully paid and nonassessablePreferred Shares;
(bii) the Fund is registered with the Commission under the 1940 Act as a closed-end, diversified, management investment company;
(iii) this Agreement has been duly and validly authorized, executed and delivered by the Fund and constitutes the legal, valid and binding obligation of the Fund, enforceable against the Fund in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general equitable principles;
(civ) the form of the certificate evidencing the shares of MuniPreferred of each series Preferred Shares complies or will comply with all applicable laws of the State of its incorporation or organizationDelaware;
(dv) when issued, the shares of MuniPreferred of each series will Preferred Shares have been duly and validly authorized by the Fund and, upon completion of the initial sale of the Preferred Shares and receipt of payment therefor, will be validly issued by the Fund, fully paid and nonassessable;
(vi) at the time of the offering of the Preferred Shares, the Preferred Shares offered will be registered under the Securities Act of 1933, as amended, and no further action by or before any governmental body or authority of the United States or of any state thereof is required in connection with the execution and delivery of the this Agreement or will have been be required in connection with the issuance of the shares of MuniPreferred of each seriesPreferred Shares, except such action as required by applicable state securities laws;
(evii) the execution and delivery of the this Agreement and the issuance and delivery of the shares of MuniPreferred of each series Preferred Shares do not and will not conflict with, violate or result in a breach of, of the terms, conditions or provisions of, or constitute a default under, the Articles of Incorporation or Agreement and Declaration of Trust (as amended by one or more Statements) or the By- Laws of the Fund, any law or regulationTrust, any order or decree of any court or public authority having jurisdiction, jurisdiction over the Fund or any mortgage, indenture, contract, agreement or undertaking to which the Fund is a party or by which it is bound the effect of which conflict, violation, breach or default or breach would be material to the Fund or the Fund and its subsidiaries taken as a wholeFund; and
(fviii) no taxes are payable upon or in respect of the execution of the this Agreement or will be payable upon or in respect of the issuance of the shares of MuniPreferred of any seriesPreferred Shares.
Appears in 1 contract
Sources: Auction Agency Agreement (Lehman Brothers First Trust Income Opportunity Fund)
Representations and Warranties of the Fund. The Fund represents and warrants to the Auction Agent thatFigure Payments as follows:
(a) the Fund It is a corporation duly incorporated organized, validly existing, and existing corporation or a duly organized and existing business trust in good standing under the laws of the State of its incorporation or organization and has full corporate power or all requisite power to execute and deliver the Agreement and to authorize, create and issue the shares of MuniPreferred of each series and the shares of MuniPreferred of each series when issued, will be duly authorized, validly issued, fully paid and nonassessableDelaware;
(b) It is a face-amount certificate company registered with the SEC under the 1940 Act;
(c) It is authorized to issue an unlimited number of certificates represented as Tokens;
(d) It is empowered under applicable laws and governing instruments to enter into and perform this Agreement;
(e) The execution, delivery, and performance of this Agreement by the Fund has been duly and validly authorizedauthorized by all necessary action, executed and delivered by the Fund and constitutes the a legal, valid valid, and binding obligation of the Fund enforceable against the Fund in accordance with its terms, will not require the consent of any third party that has not been given, and will not violate, conflict with, or result in the breach of any material term, condition, or provision of (i) any existing law, ordinance, or governmental rule or regulation to which the Fund is subject, (ii) any judgment, order, writ, injunction, decree, or award of any court, arbitrator or governmental or regulatory official, body, or authority applicable to the Fund;, (iii) the Fund’s charter or governing instruments, and (iv) any material agreement to which the Fund is a party; and
(cf) the form It further represents and warrants that (i) its use of the certificate evidencing Services and the shares of MuniPreferred of each series Provenance Blockchain materially complies or and will materially comply with all applicable laws, (ii) it shall make any and all registrations, filings and pay any and all fees required by applicable laws in connection with any offering or the secondary transfer or, if permitted, trading of the State of its incorporation or organization;
Tokens, (diii) any Tokens issued and outstanding on the date hereof have been duly authorized, validly issued and are fully paid and are non-assessable; and any Tokens to be issued hereafter, when issued, shall have been duly authorized, validly issued and fully paid and will be non-assessable, (iv) any Tokens issued and outstanding on the shares of MuniPreferred of each series will date hereof have been duly registered under the Securities Act of 1933, as amended1933 Act, and no further action by such registration has become effective, or before are exempt from such registration; (v) any governmental body or authority of the United States or of any state thereof is required in connection with the execution and delivery of the Agreement or will Tokens to be issued hereafter, when issued, shall have been required in connection with duly registered under the issuance of 1933 Act, and such registration shall have become effective, or shall be exempt from such registration; and shall have been duly registered under the shares of MuniPreferred of each series;
1934 Act, or shall be exempt from such registration, and (evi) the execution and delivery of the Agreement and the issuance and delivery of the shares of MuniPreferred of each series do not and will not conflict withFund has paid or caused to be paid all taxes, violate or result in a breach ofif any, the terms, conditions or provisions of, or constitute a default under, the Articles of Incorporation or Declaration of Trust (as amended by one or more Statements) or the By- Laws of the Fund, any law or regulation, any order or decree of any court or public authority having jurisdiction, or any mortgage, indenture, contract, agreement or undertaking to which the Fund is a party or by which it is bound the effect of which conflict, violation, default or breach would be material to the Fund or the Fund and its subsidiaries taken as a whole; and
(f) no taxes are that were payable upon or in respect of the execution of the Agreement or the original issuance of the shares Tokens issued and outstanding on the date hereof. The Fund will notify Figure Payments promptly if any of MuniPreferred of any seriesthe representations and warranties above cease to be true.
Appears in 1 contract
Sources: Aml/Kyc Service Provider Agreement (Figure Certificate Co)
Representations and Warranties of the Fund. The Fund represents and warrants to the Auction Agent that:
(a) the Fund is a duly incorporated and existing corporation or a duly organized and existing business trust is in good standing as a corporation under the laws of the State of its incorporation or organization Maryland and has full corporate all necessary power or all requisite power and authority to execute and deliver the this Agreement and to authorize, create and issue the shares of MuniPreferred of each series of Preferred Shares, and the shares of MuniPreferred Preferred Shares of each series when issued, issued will be duly authorized, validly issued, fully paid and nonassessable;
(b) the this Agreement has been duly and validly authorized, executed and delivered by the Fund and, assuming due authorization, execution and delivery by the Auction Agent, constitutes the legal, valid and binding obligation of the Fund;
(c) the form of the certificate evidencing the shares of MuniPreferred of each series Preferred Shares complies or will comply with all applicable laws of the The State of its incorporation or organizationMaryland;
(d) the shares of Preferred Shares of each series, when issued, the shares of MuniPreferred of each series will have been duly registered under the Securities Act of 1933, as amended, and no further action by or before any governmental body or authority of the United States or of any state thereof is required in connection with the execution and delivery of the Agreement or will have been required in connection with the issuance of the shares of MuniPreferred Preferred Shares of each series;
(e) the execution and delivery of the Agreement and the issuance and delivery of the shares of MuniPreferred Preferred Shares of each series do not and will not conflict with, violate or result in a breach of, the terms, conditions or provisions of, or constitute a default under, the Articles of Incorporation or Declaration of Trust (as amended by one or more Statements) Articles Supplementary or Articles of Amendment)or the By- Laws Bylaws of the Fund, any law or regulation, any order or decree of any court or public authority having jurisdiction, or any mortgage, indenture, contract, agreement or undertaking to which the Fund is a party or by which it is bound the effect of which conflict, violation, default or breach would be material to the Fund or the Fund and its subsidiaries taken as a whole; and
(f) no No taxes are payable upon or in respect of the execution of the this Agreement or the issuance of the shares of MuniPreferred each series of any seriesPreferred Shares.
Appears in 1 contract
Sources: Auction Agency Agreement (Alliance National Municipal Income Fund)
Representations and Warranties of the Fund. The Fund represents and warrants to the Auction Agent that:
(ai) the Fund is a duly incorporated and existing corporation or a duly organized and is validly existing business trust in good standing as a corporation under the laws of the State of its incorporation or organization Maryland, and has full corporate power or all requisite power to execute and deliver the this Agreement and to authorize, create and issue the shares of MuniPreferred of each series and the shares of MuniPreferred of each series when issued, will be duly authorized, validly issued, fully paid and nonassessableAPS;
(bii) the Fund is registered with the Commission under the 1940 Act as a closed-end, non-diversified, management investment company;
(iii) this Agreement has been duly and validly authorized, executed and delivered by the Fund and constitutes the legal, valid and binding obligation of the Fund, enforceable against the Fund in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general equitable principles;
(civ) the form of the certificate evidencing the shares of MuniPreferred of each series APS complies or will comply with all applicable laws of the State of its incorporation or organizationMaryland;
(dv) when issuedthe APS have been duly and validly authorized by the Fund and, upon completion of the initial sale of the APS and receipt of payment therefor, will be validly issued by the Fund, fully paid and nonassessable;
(vi) at the time of the offering of the APS, the shares of MuniPreferred of each series offered will have been duly be registered under the Securities Act of 1933, as amended, and no further action by or before any governmental body or authority of the United States or of any state thereof is required in connection with the execution and delivery of the this Agreement or will have been be required in connection with the issuance of the shares of MuniPreferred of each seriesthe APS, except such action as required by applicable state securities laws;
(evii) the execution and delivery of the this Agreement and the issuance and delivery of the shares of MuniPreferred of each series APS do not and will not conflict with, violate violate, or result in a breach of, of the terms, conditions or provisions of, or constitute a default under, the Articles of Incorporation or Declaration of Trust (as amended by one or more Statements) or the By- Laws of the Fund, any law or regulationIncorporation, any order or decree of any court or public authority having jurisdictionjurisdiction over the Fund, or any mortgage, indenture, contract, agreement or undertaking to which the Fund is a party or by which it is bound the effect of which conflict, violation, default or breach would be material to the Fund or the Fund and its subsidiaries taken as a wholebound; and
(fviii) no taxes are payable upon or in respect of the execution of the this Agreement or will be payable upon or in respect of the issuance of the shares of MuniPreferred of any seriesAPS.
Appears in 1 contract
Sources: Auction Agency Agreement (Cohen & Steers Worldwide Realty Income Fund, Inc.)
Representations and Warranties of the Fund. The Fund hereby represents and warrants to the Auction Agent thatFWCP as follows:
(a) The Fund agrees with FWCP that it shall promptly notify FWCP (i) in the event that the SEC or any other regulatory authority has censured in writing the Fund’s or ▇▇▇▇▇▇/▇▇▇▇▇▇ Investments Inc., (“MHI”) activities, functions, or operations, suspended or revoked any registration, license or approval, or has commenced proceedings that may result in any of these actions, (ii) in the event that there is a change of control of the Fund or MHI, or (iii) of any change to the Fund that materially and adversely affects the Fund’s ability to perform its obligations under this Agreement.
(i) The Fund is a duly incorporated and validly existing corporation or a duly organized and existing business Delaware statutory trust in good standing under the laws of the State of its incorporation or organization company and has full corporate power or all requisite power and authority to execute execute, deliver and deliver the Agreement and to authorizeperform its obligations under this Agreement, create and issue the shares of MuniPreferred of each series and the shares of MuniPreferred of each series when issued, will be duly authorized, validly issued, fully paid and nonassessable;
(bii) the this Agreement has been duly and validly authorized, executed and delivered on the Fund’s behalf, (iii) assuming the due authorization, execution and delivery by the Fund FWCP, this Agreement constitutes a valid, binding and constitutes the legal, valid and binding enforceable obligation of the Fund;
Fund in accordance with its terms, except that such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to or affecting the rights and remedies of creditors and general principles of equity (cwhether considered in a proceeding at law or in equity) the form of the certificate evidencing the shares of MuniPreferred of each series complies or will comply with all applicable laws of the State of its incorporation or organization;
and (d) when issued, the shares of MuniPreferred of each series will have been duly registered under the Securities Act of 1933, as amended, and no further action by or before any governmental body or authority of the United States or of any state thereof is required in connection with the execution and delivery of the Agreement or will have been required in connection with the issuance of the shares of MuniPreferred of each series;
(eiii) the execution and delivery of this Agreement, the Agreement incurrence of the obligations herein set forth and the issuance and delivery performance of the shares of MuniPreferred of each series do not and Services will not conflict with, violate or result in constitute a material breach of, the terms, conditions or provisions of, or constitute a material default under, the Articles of Incorporation Fund’s constituent documents, other instruments or Declaration of Trust (as amended by one or more Statements) or the By- Laws of the Fund, any law or regulation, any order or decree of any court or public authority having jurisdiction, or any mortgage, indenture, contract, agreement or undertaking agreements to which the Fund is a party or by which it FWCP is bound the effect of which conflictor affected, violationor under any order, default rule or breach would be material regulation applicable to the Fund or the Fund and its subsidiaries taken as a whole; and
(f) no taxes are payable upon or in respect of the execution of the Agreement or the issuance of the shares of MuniPreferred it of any seriescourt or any governmental body or administrative agency having jurisdiction over it.
Appears in 1 contract
Sources: Investor Support Services Agreement (Miller/Howard High Income Equity Fund)
Representations and Warranties of the Fund. The Fund represents and warrants to the Auction Agent that:
(ai) the Fund is a duly incorporated and existing corporation or a has been duly organized and is validly existing as a business trust in good standing under the laws of the State of its incorporation or organization Massachusetts, and has full corporate power or all requisite power to execute and deliver the this Agreement and to authorize, create and issue the shares of MuniPreferred of each series and the shares of MuniPreferred of each series when issued, will be duly authorized, validly issued, fully paid and nonassessableAMPS;
(bii) the Fund is registered with the Commission under the 1940 Act as a closed-end, diversified, management investment company;
(iii) this Agreement has been duly and validly authorized, executed and delivered by the Fund and constitutes the legal, valid and binding obligation of the Fund, enforceable against the Fund in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general equitable principles;
(civ) the form of the certificate evidencing the shares of MuniPreferred of each series AMPS complies or will comply with all applicable laws of the State of its incorporation or organizationstate and federal laws;
(dv) when issued, the shares of MuniPreferred of each series will AMPS have been duly and validly authorized by the Fund and, upon completion of the initial sale of the AMPS and receipt of payment therefor, will be validly issued by the Fund, fully paid and nonassessable;
(vi) at the time of the offering of the AMPS, the AMPS offered will be registered under the Securities Act of 1933, as amended, and no further action by or before any governmental body or authority of the United States or of any state thereof is required in connection with the execution and delivery of the this Agreement or will have been be required in connection with the issuance of the shares of MuniPreferred of each seriesAMPS, except such action as required by applicable state securities laws;
(evii) the execution and delivery of the this Agreement and the issuance and delivery of the shares of MuniPreferred of each series AMPS do not and will not conflict with, violate or result in a breach of, of the terms, conditions or provisions of, or constitute a default under, the Articles of Incorporation or Declaration of Trust (as amended by one or more Statements) or the By- Laws of the Fund, any law or regulationTrust, any order or decree of any court or public authority having jurisdiction, jurisdiction over the Fund or any mortgage, indenture, contract, agreement or undertaking to which the Fund is a party or by which it is bound the effect of which conflict, violation, breach or default or breach would be material to the Fund or the Fund and its subsidiaries taken as a wholeFund; and
(fviii) no taxes are payable upon or in respect of the execution of the this Agreement or will be payable upon or in respect of the issuance of the shares of MuniPreferred of any seriesAMPS.
Appears in 1 contract
Sources: Auction Agency Agreement (First Trust Four Corners Senior Floating Rate Income Fund Ii)
Representations and Warranties of the Fund. The Fund represents and warrants to the Auction Agent that:
(a) the Fund is a duly incorporated and existing corporation or a duly organized and existing business trust in good standing under the laws of the State of its incorporation or organization and has full corporate power or all requisite power to execute and deliver the Agreement and to authorize, create and issue the shares of MuniPreferred of each series and the shares of MuniPreferred of each series when issued, will be duly authorized, validly issued, fully paid and nonassessable;
(b) the Agreement has been duly and validly authorized, executed and delivered by the Fund and constitutes the legal, valid and binding obligation of the Fund;
(c) the form of the certificate evidencing the shares of MuniPreferred of each series complies or will comply with all applicable laws of the State of its incorporation or organization;
(d) when issued, the shares of MuniPreferred of each series will have been duly registered under the Securities Act of 1933, as amended, and no further action by or before any governmental body or authority of the United States or of any state thereof is required in connection with the execution and delivery of the Agreement or will have been required in connection with the issuance of the shares of MuniPreferred of each series;
(e) the execution and delivery of the Agreement and the issuance and delivery of the shares of MuniPreferred of each series do not and will not conflict with, violate or result in a breach of, the terms, conditions or provisions of, or constitute a default under, the Articles of Incorporation or Declaration of Trust (as amended by one or more Statements) or the By- Laws ByLaws of the Fund, any law or regulation, any order or decree of any court or public authority having jurisdiction, or any mortgage, indenture, contract, agreement or undertaking to which the Fund is a party or by which it is bound the effect of which conflict, violation, default or breach would be material to the Fund or the Fund and its subsidiaries taken as a whole; and
(f) no taxes are payable upon or in respect of the execution of the Agreement or the issuance of the shares of MuniPreferred of any series.
Appears in 1 contract
Sources: Auction Agency Agreement (Nuveen Premium Income Municipal Fund 4 Inc)
Representations and Warranties of the Fund. The Fund represents and warrants to the Auction Agent that:
(a) the Fund is a duly incorporated and validly existing corporation or a duly organized and existing business trust in good standing under the laws of the State of its incorporation or organization Maryland and has full corporate power or all requisite power to execute and deliver the this Agreement and to authorize, create and issue the shares of MuniPreferred of each series Preferred Shares and the shares of MuniPreferred of each series Preferred Shares, when issued, will be duly authorized, validly issued, fully paid and nonassessable;
(b) the this Agreement has been duly and validly authorized, executed and delivered by the Fund and, when executed and constitutes delivered by the other parties hereto, will constitute the legal, valid valid, binding and binding enforceable obligation of the Fund, subject, as to enforceability, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general equitable principles;
(c) the form of the certificate evidencing the shares of MuniPreferred of each series Preferred Shares complies or will comply with all applicable laws of the State of its incorporation or organizationMaryland;
(d) when issued, the shares of MuniPreferred of each series Preferred Shares will have been duly registered under the Securities Act of 1933, as amended, and no further action by or before any governmental body or authority of the United States or of any state thereof is required in connection with the execution and delivery of the this Agreement or will have been required in connection with the issuance of the shares of MuniPreferred Preferred Shares (except such as may be required for compliance with the state securities or blue sky laws of each seriesvarious jurisdictions);
(e) the execution and delivery of the this Agreement and the issuance and delivery of the shares of MuniPreferred of each series Preferred Shares do not and will not conflict with, violate or result in a breach of, the terms, conditions or provisions of, or constitute a default under, the Articles of Incorporation or Declaration of Trust (as amended by one or more StatementsArticles Supplementary) or the By- By Laws of the Fund, any law or regulation, any order or decree of any court or public authority having jurisdiction, or any mortgage, indenture, contract, agreement or undertaking to which the Fund is a party or by which it is bound bound, the effect of which conflict, violation, default or breach would be material to the Fund or the Fund and its subsidiaries subsidiaries, taken as a whole; and
(f) no taxes are payable upon or in respect of the execution of the this Agreement or the issuance of the shares of MuniPreferred of any seriesPreferred Shares.
Appears in 1 contract
Sources: Auction Agency Agreement (Managed Municipals Portfolio Inc)
Representations and Warranties of the Fund. The Fund represents and warrants to the Auction Agent Administrator that:
(a) the Fund a. It is a duly incorporated organized, validly existing and existing corporation or a duly organized and existing business trust in good standing under the laws of its jurisdiction of formation, organization or incorporation, as applicable;
b. It has the State of its incorporation or organization and has full corporate power or all requisite power and authority under applicable laws and by its Declaration of Trust and By-laws to execute enter into and deliver perform this Agreement;
c. All requisite proceedings have been taken to authorize it to enter into and perform this Agreement;
d. It has elected, or will elect, to be regulated as a business development company under the Agreement 1940 Act and it has elected, or will elect, to authorizebe treated for federal income tax purposes, create and issue intends to qualify annually thereafter, as a regulated investment company under the shares Internal Revenue Code of MuniPreferred of each series and 1986, as amended (the shares of MuniPreferred of each series when issued, “Code”);
e. The Registration Statement has been or will be duly authorized, validly issued, fully paid and nonassessable;
(b) the Agreement has been duly and validly authorized, executed and delivered filed by the Fund and constitutes is or will become effective and, once effective, will remain in effect, or will be replaced by a new registration statement covering the legalFund’s common shares, valid during the term of this Agreement;
f. As of the effective date of this Agreement, all necessary filings under the securities laws of the states in which the Fund offers or sells its shares have been made; and
g. As of the close of business on the date of this Agreement, the Fund is authorized to issue shares of beneficial interest.
h. No legal or administrative proceedings have been instituted or threatened which would impair the Fund’s ability to perform its duties and binding obligations under this Agreement;
i. Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation of the Fund or any law or regulation applicable to it; and
j. Where information provided by the Fund or the Fund;
’s Investors includes Personal Information (c) as defined in Section 20 below), the form of the certificate evidencing the shares of MuniPreferred of each series complies or will comply with Fund represents and warrants that it has obtained all consents and approvals, as required by all applicable laws, regulations, by-laws and ordinances that regulate the collection, processing, use or disclosure of Personal Information, necessary to disclose such Personal Information to the State of its incorporation or organization;
(d) when issued, the shares of MuniPreferred of each series will have been duly registered under the Securities Act of 1933, as amendedAdministrator, and no further action by or before any governmental body or authority of as required for the United States or of any state thereof is required Administrator to use and disclose such Personal Information in connection with the execution and delivery performance of the Agreement or will have been required in connection with services hereunder. The Fund acknowledges that the issuance Administrator may perform any of the shares of MuniPreferred of each series;
(e) the execution services, and delivery may use and disclose Personal Information outside of the Agreement and the issuance and delivery of the shares of MuniPreferred of each series do not and will not conflict with, violate or result jurisdiction in a breach of, the terms, conditions or provisions of, or constitute a default under, the Articles of Incorporation or Declaration of Trust (as amended which it was initially collected by one or more Statements) or the By- Laws of the Fund, any including the United States, and that information relating to the Fund (including Personal Information), to the extent necessary to perform the services under this agreement and otherwise as required by law or regulation, any order or decree of any court or public authority having jurisdictionmay be accessed by national security authorities, or any mortgage, indenture, contract, agreement or undertaking to which the Fund is a party or law enforcement and courts. The Administrator shall be kept indemnified by which it is bound the effect of which conflict, violation, default or breach would and be material without liability to the Fund for any action taken or omitted by it in reliance upon this representation and warranty, including without limitation, any liability or costs in connection with claims or complaints for failure to comply with any applicable law that regulates the Fund and its subsidiaries taken as a whole; and
(f) no taxes are payable upon collection, processing, use or in respect disclosure of the execution of the Agreement or the issuance of the shares of MuniPreferred of any seriesPersonal Information.
Appears in 1 contract
Sources: Administration Agreement (PGIM Private Credit Fund)
Representations and Warranties of the Fund. The Fund represents and warrants to the Auction Agent that:
(ai) the Fund is a duly incorporated and existing corporation or a duly organized and is validly existing as a voluntary association (commonly referred to as a business trust trust) in good standing under the laws of the State Commonwealth of its incorporation or organization Massachusetts, and has full corporate power or all requisite power to execute and deliver the this Agreement and to authorize, create and issue the shares of MuniPreferred of each series and the shares of MuniPreferred of each series when issued, will be duly authorized, validly issued, fully paid and nonassessableAMPS;
(bii) the Fund is registered with the Securities and Exchange Commission under the Investment Company Act of 1940, as amended, as a closed-end, non-diversified, management investment company;
(iii) this Agreement has been duly and validly authorized, executed and delivered by the Fund and constitutes the legal, valid and binding obligation of the Fund, enforceable against the Fund in accordance with its terms, subject as to such enforceability to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general equitable principles;
(civ) the form forms of the certificate certificates evidencing the shares of MuniPreferred of each series complies or will of AMPS comply with all applicable laws of the State Commonwealth of its incorporation or organizationMassachusetts;
(dv) when the shares of each series of AMPS have been duly and validly authorized by the Fund and, upon completion of the initial sale of the shares of such series of AMPS and receipt of payment therefor, will be validly issued, fully paid and nonassessable ;
(vi) at the time of the offering of the shares of each series of AMPS, the shares of MuniPreferred of each series offered will have been duly be registered under the Securities Act of 1933, as amended, and no further action by or before any governmental body or authority of the United States or of any state thereof is required in connection with the execution and delivery of the this Agreement or will have been be required in connection with the issuance of the shares AMPS, except such action as required by applicable state securities or insurance laws, all of MuniPreferred of each serieswhich action will have been taken;
(evii) the execution and delivery of the this Agreement and the issuance and delivery of the shares of MuniPreferred of each series of AMPS do not and will not conflict with, violate violate, or result in a breach of, the terms, conditions or provisions of, or constitute a default under, the Articles of Incorporation or Declaration of Trust (as amended by one or more Statements) or the By- By-Laws of the Fund, any law or regulationregulation applicable to the Fund, any order or decree of any court or public authority having jurisdictionjurisdiction over the Fund, or any mortgage, indenture, contract, agreement or undertaking to which the Fund is a party or by which it is bound the effect of which conflict, violation, default or breach would be material to the Fund or the Fund and its subsidiaries taken as a wholebound; and
(fviii) no taxes are payable upon or in respect of the execution of the this Agreement or will be payable upon or in respect of the issuance of the shares of MuniPreferred each series of any seriesAMPS.
Appears in 1 contract
Sources: Auction Agent Agreement (Muniholdings Florida Insured Fund Iv)
Representations and Warranties of the Fund. The Fund represents and warrants to the Auction Agent that:
(ai) the Fund is a duly incorporated and existing corporation or a has been duly organized and is validly existing business as a statutory trust in good standing under the laws of the The State of its incorporation or organization Delaware and has full corporate power or all requisite power to execute and deliver the this Agreement and to authorize, create and issue the shares of MuniPreferred of each series and the shares of MuniPreferred of each series when issued, will be duly authorized, validly issued, fully paid and nonassessableAMPS;
(bii) the Fund is registered with the Commission under the 1940 Act as a closed-end, diversified, management investment company;
(iii) this Agreement has been duly and validly authorized, executed and delivered by the Fund and constitutes the legal, valid and binding obligation of the Fund, enforceable against the Fund in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general equitable principles;
(civ) the form of the certificate certificates evidencing the shares of MuniPreferred of each series complies or will Preferred Shares comply with all applicable laws of the The State of its incorporation or organizationDelaware;
(dv) when issuedthe AMPS have been duly and validly authorized by the Fund and, upon completion of the initial sale of the AMPS and receipt of payment therefor, will be validly issued by the Fund, fully paid and nonassessable;
(vi) at the time of the offering of the AMPS, the shares of MuniPreferred of each series offered will have been duly be registered under the Securities Act of 1933, as amended, and no further action by or before any governmental body or authority of the United States or of any state thereof is required in connection with the execution and delivery of the this Agreement or will have been be required in connection with the issuance of the shares of MuniPreferred of each seriesAMPS, except such action as required by applicable state securities laws;
(evii) the execution and delivery of the this Agreement and the issuance and delivery of the shares of MuniPreferred of each series AMPS do not and will not conflict with, violate or result in a breach of, of the terms, conditions or provisions of, or constitute a default under, the Articles of Incorporation or Agreement and Declaration of Trust (as amended by one or more Statements) or the By- Laws of the Fund, any law or regulationTrust, any order or decree of any court or public authority having jurisdiction, jurisdiction over the Fund or any mortgage, indenture, contract, agreement or undertaking to which the Fund is a party or by which it is bound the effect of which conflict, violation, default or breach would be material to the Fund or the Fund and its subsidiaries taken as a wholeFund; and
(fviii) no taxes are payable upon or in respect of the execution of the this Agreement or will be payable upon or in respect of the issuance of the shares of MuniPreferred of any seriesAMPS.
Appears in 1 contract
Sources: Auction Agency Agreement (Evergreen Income Advantage Fund)
Representations and Warranties of the Fund. The Fund represents and warrants to the Auction Agent that:
(ai) the Fund is a duly incorporated and existing corporation or a has been duly organized and is validly existing business as a statutory trust in good standing under the laws of the The State of its incorporation or organization Delaware and has full corporate power or all requisite power to execute and deliver the this Agreement and to authorize, create and issue the shares of MuniPreferred of each series and the shares of MuniPreferred of each series when issued, will be duly authorized, validly issued, fully paid and nonassessableAMPS;
(bii) the Fund is registered with the Commission under the 1940 Act as a closed-end, diversified, management investment company;
(iii) this Agreement has been duly and validly authorized, executed and delivered by the Fund and constitutes the legal, valid and binding obligation of the Fund, enforceable against the Fund in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general equitable principles;
(civ) the form of the certificate certificates evidencing the shares of MuniPreferred of each series Preferred Shares complies or will comply with all applicable laws of the State of its incorporation or organizationDelaware;
(dv) when issuedthe AMPS have been duly and validly authorized by the Fund and, upon completion of the initial sale of the AMPS and receipt of payment therefor, will be validly issued by the Fund, fully paid and nonassessable;
(vi) at the time of the offering of the AMPS, the shares of MuniPreferred of each series offered will have been duly be registered under the Securities Act of 1933, as amended, and no further action by or before any governmental body or authority of the United States or of any state thereof is required in connection with the execution and delivery of the this Agreement or will have been be required in connection with the issuance of the shares of MuniPreferred of each seriesAMPS, except such action as required by applicable state securities laws;
(evii) the execution and delivery of the this Agreement and the issuance and delivery of the shares of MuniPreferred of each series AMPS do not and will not conflict with, violate or result in a breach of, of the terms, conditions or provisions of, or constitute a default under, the Articles of Incorporation or Agreement and Declaration of Trust (as amended by one or more Statements) or the By- Laws of the Fund, any law or regulationTrust, any order or decree of any court or public authority having jurisdiction, jurisdiction over the Fund or any mortgage, indenture, contract, agreement or undertaking to which the Fund is a party or by which it is bound the effect of which conflict, violation, default or breach would be material to the Fund or the Fund and its subsidiaries taken as a wholeFund; and
(fviii) no taxes are payable upon or in respect of the execution of the this Agreement or will be payable upon or in respect of the issuance of the shares of MuniPreferred of any seriesAMPS.
Appears in 1 contract
Sources: Auction Agency Agreement (Evergreen Managed Income Fund)
Representations and Warranties of the Fund. The Fund represents and warrants to the Auction Agent that:
(a) the Fund is a duly incorporated and existing corporation or a has been duly organized and is validly existing as a business trust in good standing under the laws of the State Commonwealth of its incorporation or organization Massachusetts, and has full corporate power or all requisite power to execute and deliver the this Agreement and to authorize, create and issue the shares of MuniPreferred of each series and the shares of MuniPreferred of each series when issued, will be duly authorized, validly issued, fully paid and nonassessableEnergy Notes;
(b) the Fund is registered with the Commission under the 1940 Act as a closed-end, diversified, management investment company;
(c) this Agreement has been duly and validly authorized, executed and delivered by the Fund and constitutes the legal, valid and binding obligation of the Fund, enforceable against the Fund in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general equitable principles;
(cd) the form of the certificate evidencing the shares of MuniPreferred of each series Energy Notes complies or will comply with all applicable laws of the State of its incorporation or organizationstate and federal laws;
(de) when issued, the shares of MuniPreferred of each series will Energy Notes have been duly and validly authorized by the Fund and, upon completion of the initial sale of the Energy Notes and receipt of payment therefor, will be validly issued by the Fund, fully paid and nonassessable;
(f) at the time of the offering of the Energy Notes, the Energy Notes offered will be registered under the Securities Act of 1933, as amended, and no further action by or before any governmental body or authority of the United States or of any state thereof is required in connection with the execution and delivery of the this Agreement or will have been be required in connection with the issuance of the shares of MuniPreferred of each seriesEnergy Notes, except such action as required by applicable state securities laws;
(eg) the execution and delivery of the this Agreement and the issuance and delivery of the shares of MuniPreferred of each series Energy Notes do not and will not conflict with, violate or result in a breach of, of the terms, conditions or provisions of, or constitute a default under, the Articles of Incorporation or Declaration of Trust (as amended by one or more Statements) or the By- Laws of the Fund, any law or regulationTrust, any order or decree of any court or public authority having jurisdiction, jurisdiction over the Fund or any mortgage, indenture, contract, agreement or undertaking to which the Fund is a party or by which it is bound the effect of which conflict, violation, breach or default or breach would be material to the Fund or the Fund and its subsidiaries taken as a wholeFund; and
(fh) no taxes are payable upon or in respect of the execution of the this Agreement or will be payable upon or in respect of the issuance of the shares of MuniPreferred of any seriesEnergy Notes.
Appears in 1 contract
Sources: Auction Agency Agreement (Energy Income & Growth Fund)
Representations and Warranties of the Fund. The Fund SUN GRO U.S. AND H▇▇▇▇. Each of the Fund, Sun Gro U.S. and H▇▇▇▇ jointly and severally represents and warrants to the Auction Agent Underwriters that:
(a) the Fund is a an unincorporated open-ended trust duly incorporated and existing corporation or a duly created, organized and existing business trust in good standing under the laws of the State of its incorporation or organization British Columbia and has full corporate power or all requisite power power, capacity and authority to execute own its properties and assets and to carry on its business as presently conducted and as proposed to be conducted as contemplated in the Prospectus, and to enter into and deliver the this Agreement and the Transaction Agreements to authorize, create and issue the shares of MuniPreferred of each series and the shares of MuniPreferred of each series when issued, which it is or will be duly authorized, validly issued, fully paid a party and nonassessableto perform its obligations hereunder and thereunder;
(b) each of H▇▇▇▇, Sun Gro U.S. and the Fund Subsidiaries has been, or will at the Time of Closing be, duly created, incorporated or amalgamated and organized and existing, under the laws under which it has been, or will have been at the Time of Closing, created, incorporated or amalgamated, and has, or will at the Time of Closing have, all requisite power, capacity and authority to own its properties and assets and to carry on its business as proposed to be conducted pursuant to the Transaction Agreements and as contemplated in the Prospectus, and to enter into and deliver the Transaction Agreements to which it will be a party and to perform its obligations thereunder;
(c) all necessary action has been taken by the Fund to authorize the execution and delivery by the Fund of this Agreement and the Transaction Agreements to which the Fund is currently a party and the performance by the Fund of its obligations hereunder and thereunder, and this Agreement and each of the Transaction Agreements to which the Fund is currently a party has been duly executed and validly delivered and constitutes a valid and legally binding obligation of the Fund enforceable against it in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization and other laws of general application limiting the enforcement of creditors' rights generally and to the fact that specific performance is an equitable remedy available only in the discretion of a court), and each of the Transaction Agreements which is not yet executed and delivered, but to which the Fund is to be party at the Time of Closing, will have been duly authorized, executed and delivered by it at the Time of Closing, and each such Transaction Agreement will constitute at the Time of Closing a valid and legally binding obligation of the Fund, enforceable against it in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization and other laws of general application limiting the enforcement of creditors' rights generally and to the fact that specific performance is an equitable remedy available only in the discretion of a court);
(d) all necessary action has been taken, or will have been taken at the Time of Closing, by each of H▇▇▇▇, Sun Gro U.S., Sun Gro Canada, SG Nova Scotia and the Fund Subsidiaries to authorize the execution and delivery by it of the Transaction Agreements to which it is currently a party and the performance by it of its obligations thereunder, and each of the Transaction Agreements to which it is currently a party has been duly executed and delivered and constitutes the legal, a valid and legally binding obligation of it enforceable against it in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization and other laws of general application limiting the enforcement of creditors' rights generally and to the fact that specific performance is an equitable remedy available only in the discretion of a court), and each of the Transaction Agreements which is not yet executed and delivered, but to which it is to be party at the Time of Closing, will have been duly authorized, executed and delivered by it at the Time of Closing, and each such Transaction Agreement will constitute at the Time of Closing a valid and legally binding obligation of it, enforceable against it in accordance with the terms of such Transaction Agreement (subject to applicable bankruptcy, insolvency, reorganization and other laws of general application limiting the enforcement of creditors' rights generally and to the fact that specific performance is an equitable remedy available only in the discretion of a court);
(e) the Fund has all requisite power, capacity and authority to execute and deliver each of the Preliminary Prospectus and the Prospectus and to file such documents with the Securities Commissions, and all necessary action has been taken by the Fund to authorize the execution and delivery of the Preliminary Prospectus and the Prospectus and the filing of each of them with the Securities Commissions;
(f) the Fund Balance Sheet:
(i) is in accordance with the books, records and accounts of the Fund,
(ii) is true and correct and presents fairly the financial position of the Fund as at the date indicated,
(iii) has been prepared in accordance with Canadian generally accepted accounting principles, and
(iv) presents fairly all of the assets and liabilities of the Fund as at the date indicated including all contingent liabilities of the Fund as at the date indicated;
(g) the Financial Forecast and the Fund Pro Forma Financial Statements are complete and correct in all material respects and have been prepared in accordance with Canadian generally accepted accounting principles consistently applied and applicable Securities Laws, and neither the Fund, H▇▇▇▇ or Sun Gro U.S. is aware of any fact or circumstance presently existing which would render the Financial Forecast or the Fund Pro Forma Financial Statements materially incorrect;
(h) except as disclosed in the Prospectus, subsequent to the date of the Preliminary Prospectus, there has not been any material change (financial or otherwise) in the business, affairs, assets or liabilities (contingent or otherwise), capital or prospects of the Fund or any of SG Nova Scotia or the Fund Subsidiaries;
(i) except as disclosed in the Prospectus, subsequent to December 31, 2000, there has not been any material change (financial or otherwise) in the business, affairs, assets or liabilities (contingent or otherwise) or capital of Sun Gro U.S. or Sun Gro Canada and each of Sun Gro U.S. and Sun Gro Canada has carried on its business in the ordinary course;
(j) the Fund is authorized to issue an unlimited number of Units, of which, as at the date hereof, one Unit is issued and outstanding as fully paid and non-assessable;
(k) SGC New is, or will be, at the Time of Closing, authorized to issue 1,000,000,000 Sun Gro Common Shares and an unlimited principal amount of Sun Gro Notes;
(l) Computershare Trust Company of Canada, at its principal offices in Toronto, will have been, at the Time of Closing, duly appointed as trustee in respect of the Sun Gro Notes;
(m) Computershare Trust Company of Canada, at its principal offices in Vancouver and Toronto, will have been, at the Time of Closing, duly appointed as the registrar and transfer agent in respect of the Units of the Fund;
(cn) the TSE has conditionally approved the listing of the Purchased Units, subject to the filing of certain documentation with the TSE and the payment of applicable listing fees;
(o) the form and terms of the certificate evidencing for the shares of MuniPreferred of each series complies or will comply with all applicable laws Purchased Units have been approved and adopted by the Trustees of the State Fund and do not conflict with the Declaration of its incorporation or organizationTrust;
(dp) when issued, all the Purchased Units to be issued by the Fund to the Underwriters hereunder will at the Time of Closing have been duly authorized for issuance and be duly and validly created and issued and will be fully paid and non-assessable and will conform to the description thereof contained in the Prospectus;
(q) immediately following the Time of Closing:
(i) the Fund will be the registered and beneficial owner of all the issued and outstanding Sun Gro Common Shares and Sun Gro Notes;
(ii) SGC New will be the registered and beneficial owner of all the outstanding shares of MuniPreferred of each series SG Holdco, SG Management, SG Manitoba and SG New Brunswick and such shares will have been duly and validly authorized and issued and will be fully paid and non-assessable;
(iii) SG Holdco will be the registered under the Securities Act and beneficial owner of 1933, as amended, and no further action by or before any governmental body or authority all of the United States or outstanding shares of any state thereof is required in connection with the execution SG Distribution and delivery of the Agreement or SG Processing and such shares will have been required duly and validly authorized and issued and will be fully paid and non-assessable; in connection with each case, free and clear of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands whatsoever in law or in equity and no person, firm or corporation has any agreement or option, or right or privilege (whether pre-emptive or contractual) capable of becoming an agreement or option, for the issuance purchase of the shares of MuniPreferred of each seriesany such Sun Gro Common Shares, Sun Gro Notes or other shares;
(er) the execution and delivery by each of the Agreement Fund, H▇▇▇▇, Sun Gro U.S. and the issuance Fund Subsidiaries of the Transaction Agreements to which it is a party, the fulfilment of the terms thereof by each of the Fund, H▇▇▇▇, Sun Gro U.S., Sun Gro Canada and the Fund Subsidiaries, as applicable, and the completion of the transactions contemplated therein and the issuance, sale and delivery of the shares Purchased Units to be issued by the Fund and of MuniPreferred the Sun Gro Common Shares and Sun Gro Notes to be issued to the Fund do not and will not:
(i) require the consent, approval, authorization, registration or qualification of each series or with any governmental authority, stock exchange, Securities Commission or other regulatory commission or agency or third party except those that have been obtained (or will be obtained prior to the Time of Closing) or those which, if not obtained, will not, either individually or in the aggregate, have a material adverse effect on the results of operations, financial condition, assets, properties, prospects or business of the Fund, H▇▇▇▇, Sun Gro U.S. or Sun Gro Canada or of the Fund Subsidiaries on a consolidated basis, or
(ii) result in a breach of or default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or default under, and do not and will not conflict with, violate or result in a breach of, :
A. any of the terms, conditions or provisions of, or constitute a default under, of the Articles of Incorporation or Declaration of Trust (as amended by one or more Statements) any resolutions of the trustees of the Fund or any unitholders of the By- Laws Fund or any committee thereof or any of the provisions of the constating documents or by-laws of any of the Fund Subsidiaries, H▇▇▇▇, Sun Gro Canada or Sun Go U.S., or any resolutions of any of the directors or shareholders of the Fund Subsidiaries, H▇▇▇▇, Sun Gro Canada or Sun Gro U.S., or any committee of any of them; or
B. any indenture, agreement, license, lease or other instrument to which any of the Fund, any law or regulation, any order or decree of any court or public authority having jurisdiction, or any mortgage, indenture, contract, agreement or undertaking to which the Fund Subsidiaries, H▇▇▇▇, Sun Gro Canada or Sun Gro U.S. is a party or by which it or any of them is contractually bound or to which any of their respective assets are subject, other than breaches or defaults which will not either individually or in the aggregate have a material adverse effect on the results of operations, financial condition, assets, properties, prospects or business of the Fund, H▇▇▇▇, Sun Gro U.S. or Sun Gro Canada or of the Fund Subsidiaries on a consolidated basis; or
C. any statute, rule, regulation or law applicable to the Fund, any of the Fund Subsidiaries, H▇▇▇▇, Sun Gro Canada or Sun Gro U.S. including, without limitation, the Securities Laws, or any judgment, order or decree of any governmental body, agency, commission, tribunal or court having jurisdiction over any of the Fund, any of the Fund Subsidiaries, H▇▇▇▇, Sun Gro Canada or Sun Gro U.S.;
(s) prior to the date hereof, except for the preparation and filing of the Preliminary Prospectus and the Prospectus and the entering into of the Transaction Agreements to which conflictit is a party, violationthe Fund has not previously carried on any business, default entered into any material contract or breach would arrangement or incurred any material liability, contingent or otherwise;
(t) at the Time of Closing neither the Fund nor Sun Gro Canada nor any Fund Subsidiary will be prohibited, directly or indirectly, from paying any dividends, from making any other distribution on its capital stock, units or other securities, from paying any interest or repaying any loans, advances or other indebtedness of the Fund, Sun Gro Canada or any Fund Subsidiary, except as otherwise described in the Prospectus or as contemplated under the Credit Facility or except as provided under applicable law;
(u) each of the Fund, Sun Gro Canada and the Fund Subsidiaries holds, or will hold at the Time of Closing, all permits, leases, by-laws, licences, waivers, exemptions, consents, certificates, registrations, authorizations, approvals, rights, rights of way and entitlements and the like which are required from any governmental authority or any other person required or necessary to conduct its business and activities as currently conducted or as the Prospectus discloses they will be conducted (except such permits, leases, by-laws, licences, waivers, exemptions, consents, certificates, registrations, authorizations, approvals, rights, rights of way and entitlements and the like, which the failure to hold, will not either individually or in the aggregate have a material to adverse effect on the results of operations, financial condition, assets, properties, prospects or business of the Fund or Sun Gro Canada or of the Fund Subsidiaries on a consolidated basis) and all such permits, by-laws, licences, waivers, exemptions, consents, certificates, registrations, authorizations, approvals, rights, rights of way and entitlements and the like are in full force and effect and in good standing in all material respects or will be in full force and effect and in good standing in all material respects at the Time of Closing;
(v) each of the Fund, Sun Gro U.S., Sun Gro Canada and the Fund Subsidiaries has conducted and is conducting its activities or business in all material respects in compliance with all applicable laws, rules and regulations, including without limitation those of the country, province and municipality in which such entity carries on business or conducts its activities and with all agreements and leases to which it is a party;
(w) each of the Fund, Sun Gro U.S., Sun Gro Canada and the Fund Subsidiaries has good and marketable title to all of its assets, free and clear of all charges, hypothecs, mortgages, encumbrances or other liens and, following the Time of Closing, each of the Fund and the Fund Subsidiaries will have good and marketable title to all of its subsidiaries taken assets, including the assets to be purchased by the Fund and the Fund Subsidiaries, respectively, pursuant to the Transaction Agreements, free and clear of all charges, hypothecs, mortgages, encumbrances or other liens, other than (i) liens existing pursuant to the agreement relating to the Credit Facility; and (ii) Permitted Encumbrances (as defined in the Acquisition Agreement);
(x) except as described in the Prospectus, there is no claim, action, suit, proceeding or investigation (whether or not purportedly on behalf of the Fund or any of Sun Gro U.S., Sun Gro Canada or the Fund Subsidiaries) pending or, to the knowledge of the Fund, H▇▇▇▇ or Sun Gro U.S., threatened against or affecting the Fund or any of Sun Gro U.S., Sun Gro Canada or the Fund Subsidiaries or any of their properties, or to which the Fund or any of Sun Gro U.S., Sun Gro Canada or the Fund Subsidiaries is a party or to which any property of the Fund or any of Sun Gro U.S., Sun Gro Canada or the Fund Subsidiaries (whether currently owned or to be acquired in the future, including without limitation as a whole; andresult of the completion of the transactions contemplated in the Prospectus) is subject, at law or in equity, or before or by any federal, provincial, municipal or other governmental department, commission, board or agency, domestic or foreign, which does, or could reasonably be expected to, individually or in aggregate, result in a material adverse effect on any of the Fund, Sun Gro U.S. or Sun Gro Canada or on the Fund Subsidiaries on a consolidated basis, or which questions the validity of any action taken or to be taken by the Fund or any of Sun Gro U.S., Sun Gro Canada or the Fund Subsidiaries pursuant to or in connection with this Agreement or any of the other Transaction Agreements or as contemplated in the Prospectus;
(f) no taxes are payable upon or in respect of the execution of the Agreement or the issuance of the shares of MuniPreferred of any series.
Appears in 1 contract
Representations and Warranties of the Fund. The Fund represents and warrants to the Auction Agent that:
(ai) the Fund is a duly incorporated and existing corporation or a has been duly organized and is validly existing as an statutory business trust in good standing under and by virtue of the laws of the State of its incorporation or organization Delaware and has full corporate power or all requisite power to execute and deliver the this Agreement and to authorize, create and issue the shares of MuniPreferred of each series and the shares of MuniPreferred of each series when issued, will be duly authorized, validly issued, fully paid and nonassessableAPS;
(bii) the Fund is registered with the Commission under the 1940 Act as a closed-end, non-diversified, management investment company;
(iii) this Agreement has been duly and validly authorized, executed and delivered by the Fund and constitutes the legal, valid and binding obligation of the Fund, enforceable against the Fund in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general equitable principles;
(civ) the form of the certificate certificates evidencing the shares of MuniPreferred of each series APS complies or will comply with all applicable laws of the State of its incorporation or organizationDelaware;
(dv) when issuedthe APS have been duly and validly authorized by the Fund and, upon completion of the initial sale of the APS and receipt of payment therefor, will be validly issued by the Fund, fully paid and nonassessable;
(vi) at the time of the offering of the APS, the shares of MuniPreferred of each series offered will have been duly be registered under the Securities Act of 1933, as amended, and no further action by or before any governmental body or authority of the United States or of any state thereof is required in connection with the execution and delivery of the this Agreement or will have been be required in connection with the issuance of the shares of MuniPreferred of each seriesAPS, except such action as required by applicable state securities laws;
(evii) the execution and delivery of the this Agreement and the issuance and delivery of the shares of MuniPreferred of each series APS do not and will not conflict with, violate or result in a breach of, of the terms, conditions or provisions of, or constitute a default under, the Articles of Incorporation or Trust's Amended and Restated Agreement and Declaration of Trust (as amended by one or more Statements) or the By- Laws of the Fund, any law or regulationTrust, any order or decree of any court or public authority having jurisdiction, jurisdiction over the Fund or any mortgage, indenture, contract, agreement or undertaking to which the Fund is a party or by which it is bound the effect of which conflict, violation, default or breach would be material to the Fund or the Fund and its subsidiaries taken as a wholeFund; and
(fviii) no taxes are payable upon or in respect of the execution of the this Agreement or will be payable upon or in respect of the issuance of the shares of MuniPreferred of any seriesAPS.
Appears in 1 contract
Sources: Auction Agency Agreement (Blackrock Florida Municipal 2020 Term Trust)
Representations and Warranties of the Fund. The Fund represents and warrants to the Auction Transfer Agent thatas follows:
(a) the Fund It is a corporation duly incorporated organized, validly existing, and existing corporation or a duly organized and existing business trust in good standing under the laws of the State of its incorporation or organization and has full corporate power or all requisite power to execute and deliver the Agreement and to authorize, create and issue the shares of MuniPreferred of each series and the shares of MuniPreferred of each series when issued, will be duly authorized, validly issued, fully paid and nonassessableDelaware;
(b) It is a face-amount certificate company registered with the SEC under the 1940 Act;
(c) It is authorized to issue an unlimited number of certificates represented as tokens;
(d) It is empowered under applicable laws and governing instruments to enter into and perform this Agreement;
(e) The execution, delivery, and performance of this Agreement by the Fund has been duly and validly authorizedauthorized by all necessary action, executed and delivered by the Fund and constitutes the a legal, valid valid, and binding obligation of the Fund enforceable against the Fund in accordance with its terms, will not require the consent of any third party that has not been given, and will not violate, conflict with, or result in the breach of any material term, condition, or provision of (i) any existing law, ordinance, or governmental rule or regulation to which the Fund is subject, (ii) any judgment, order, writ, injunction, decree, or award of any court, arbitrator or governmental or regulatory official, body, or authority applicable to the Fund;, (iii) the Fund’s incorporation documents or by-laws, and (iv) any material agreement to which the Fund is a party; and
(cf) the form It further represents and warrants that (i) its use of the certificate evidencing Services and the shares of MuniPreferred of each series Provenance Blockchain materially complies or and will materially comply with all applicable laws, (ii) it shall make any and all registrations, filings and pay any and all fees required by applicable laws in connection with any offering or, transfer, and, if permitted, the secondary trading of the State of its incorporation or organization;
Tokens, (diii) any Tokens issued and outstanding on the date hereof have been duly authorized, validly issued and are fully paid and are non-assessable; and any Tokens to be issued hereafter, when issued, shall have been duly authorized, validly issued and fully paid and will be non-assessable, (iv) any Tokens issued and outstanding on the shares of MuniPreferred of each series will date hereof have been duly registered under the Securities Act of 1933, as amended1933 Act, and no further action by such registration has become effective, or before are exempt from such registration; (v) any governmental body or authority of the United States or of any state thereof is required in connection with the execution and delivery of the Agreement or will Tokens to be issued hereafter, when issued, shall have been required in connection with duly registered under the issuance of 1933 Act, and such registration shall have become effective, or shall be exempt from such registration; and shall have been duly registered under the shares of MuniPreferred of each series;
1934 Act, or shall be exempt from such registration, and (evi) the execution and delivery of the Agreement and the issuance and delivery of the shares of MuniPreferred of each series do not and will not conflict withFund has paid or caused to be paid all taxes, violate or result in a breach ofif any, the terms, conditions or provisions of, or constitute a default under, the Articles of Incorporation or Declaration of Trust (as amended by one or more Statements) or the By- Laws of the Fund, any law or regulation, any order or decree of any court or public authority having jurisdiction, or any mortgage, indenture, contract, agreement or undertaking to which the Fund is a party or by which it is bound the effect of which conflict, violation, default or breach would be material to the Fund or the Fund and its subsidiaries taken as a whole; and
(f) no taxes are that were payable upon or in respect of the execution of the Agreement or the original issuance of the shares Tokens issued and outstanding on the date hereof. The Fund will notify the Transfer Agent promptly if any of MuniPreferred of any seriesthe representations and warranties above cease to be true.
Appears in 1 contract
Sources: Transfer Agent Services Agreement (Figure Certificate Co)
Representations and Warranties of the Fund. The Fund represents and warrants to the Auction Agent that:
(a) the Fund is a duly incorporated and validly existing corporation or a duly organized and existing business trust limited liability company in good standing under the laws of the State of its incorporation or organization Maryland and has full corporate power or all requisite power to execute and deliver the this Agreement and to authorize, create and issue the shares of MuniPreferred of each series Preferred Shares and the shares of MuniPreferred of each series Preferred Shares when issued, will be duly authorized, validly issued, fully paid and nonassessable;
(b) the this Agreement has been duly and validly authorized, executed and delivered by the Fund and, when executed and constitutes delivered by the other parties hereto, will constitute the legal, valid valid, binding and binding enforceable obligation of the Fund, subject, as to enforceability, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general equitable principles;
(c) the form of the certificate evidencing the shares of MuniPreferred of each series Preferred Shares complies or will comply with all applicable laws of the State of its incorporation or organizationMaryland;
(d) when issued, the shares of MuniPreferred of each series Preferred Shares will have been duly registered under the Securities Act of 1933, as amended, and no further action by or before any governmental body or authority of the United States or of any state thereof is required in connection with the execution and delivery of the this Agreement or will have been required in connection with the issuance of the shares of MuniPreferred Preferred Shares (except such as may be required for compliance with the state securities or blue sky laws of each seriesvarious jurisdictions);
(e) the execution and delivery of the this Agreement and the issuance and delivery of the shares of MuniPreferred of each series Preferred Shares do not and will not conflict with, violate or result in a breach of, the terms, conditions or provisions of, or constitute a default under, the Articles of Incorporation or Declaration of Trust (as amended by one or more StatementsArticles Supplementary) or the By- By Laws of the Fund, any law or regulation, any order or decree of any court or public authority having jurisdiction, or any mortgage, indenture, contract, agreement or undertaking to which the Fund is a party or by which it is bound bound, the effect of which conflict, violation, default or breach would be material to the Fund or the Fund and its subsidiaries subsidiaries, taken as a whole; and
(f) no taxes are payable upon or in respect of the execution of the this Agreement or the issuance of the shares of MuniPreferred of any seriesPreferred Shares.
Appears in 1 contract
Sources: Auction Agency Agreement (Smith Barney Intermediate Municipal Fund Inc)
Representations and Warranties of the Fund. The Fund represents and warrants to the Auction Agent that:
(ai) the Fund is a duly incorporated and existing corporation or a duly organized and is validly existing business trust in good standing as a corporation under the laws of the State of its incorporation or organization Maryland, and has full corporate power or all requisite power to execute and deliver the this Agreement and to authorize, create and issue the shares of MuniPreferred of each series and the shares of MuniPreferred of each series when issued, will be duly authorized, validly issued, fully paid and nonassessableSeries Preferred Shares;
(bii) the Fund is registered with the Commission under the 1940 Act as a closed-end, non-diversified, management investment company;
(iii) this Agreement has been duly and validly authorized, executed and delivered by the Fund and constitutes the legal, valid and binding obligation of the Fund, enforceable against the Fund in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equitable principles;
(civ) the form of the certificate evidencing the shares of MuniPreferred of each series Series Preferred Shares complies or will comply with all applicable laws of the State of its incorporation or organizationMaryland;
(dv) when issuedthe Series Preferred Shares have been duly and validly authorized by the Fund and, upon completion of the initial sale of the Series Preferred Shares and receipt of payment therefor, will be validly issued by the Fund, fully paid and nonassessable;
(vi) at the time of the offering of the Series Preferred Shares, the shares of MuniPreferred of each series offered will have been duly be registered under the Securities Act of 1933, as amended, and no further action by or before any governmental body or authority of the United States or of any state thereof is required in connection with the execution and delivery of the this Agreement or will have been be required in connection with the issuance of the shares of MuniPreferred of each seriesthe Series Preferred Shares, except such action as required by applicable state securities laws;
(evii) the execution and delivery of the this Agreement and the issuance and delivery of the shares of MuniPreferred of each series Series Preferred Shares do not and will not conflict with, violate violate, or result in a breach of, of the terms, conditions or provisions of, or constitute a default under, the Articles of Incorporation or Declaration of Trust (as amended by one or more Statements) or the By- Laws of the Fund, any law or regulationIncorporation, any order or decree of any court or public authority having jurisdictionjurisdiction over the Fund, or any mortgage, indenture, contract, agreement or undertaking to which the Fund is a party or by which it is bound the effect of which conflict, violation, default or breach would be material to the Fund or the Fund and its subsidiaries taken as a wholebound; and
(fviii) no taxes are payable upon or in respect of the execution of the this Agreement or will be payable upon or in respect of the issuance of the shares of MuniPreferred of any seriesSeries Preferred Shares.
Appears in 1 contract
Sources: Auction Agency Agreement (Cohen & Steers Reit & Utility Income Fund Inc)
Representations and Warranties of the Fund. The Fund represents and warrants to the Auction Agent that:
(ai) the Fund is a duly incorporated and existing corporation or a duly organized and is validly existing business trust in good standing as a corporation under the laws of the State of its incorporation or organization Maryland, and has full corporate power or all requisite power to execute and deliver the this Agreement and to authorize, create and issue the shares of MuniPreferred of each series and the shares of MuniPreferred of each series when issued, will be duly authorized, validly issued, fully paid and nonassessableAMPS;
(bii) the Fund is registered with the Commission under the 1940 Act as a closed-end, diversified, management investment company;
(iii) this Agreement has been duly and validly authorized, executed and delivered by the Fund and constitutes the legal, valid and binding obligation of the Fund, enforceable against the Fund in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general equitable principles;
(civ) the form of the certificate certificates evidencing the shares of MuniPreferred of each series complies or will AMPS comply with all applicable laws of the State of its incorporation or organizationMaryland;
(dv) when issuedthe AMPS have been duly and validly authorized by the Fund and, upon completion of the initial sale of the AMPS and receipt of payment therefor, will be validly issued by the Fund, fully paid and nonassessable;
(vi) at the time of the offering of the AMPS, the shares of MuniPreferred of each series offered will have been duly be registered under the Securities Act of 1933, as amended, and no further action by or before any governmental body or authority of the United States or of any state thereof is required in connection with the execution and delivery of the this Agreement or will have been be required in connection with the issuance of the shares of MuniPreferred of each seriesthe AMPS, except such action as required by applicable state securities laws;
(evii) the execution and delivery of the this Agreement and the issuance and delivery of the shares of MuniPreferred of each series AMPS do not and will not conflict with, violate violate, or result in a breach of, of the terms, conditions or provisions of, or constitute a default under, the Articles of Incorporation or Declaration of Trust (as amended by one or more Statements) or the By- Laws of the Fund, any law or regulationIncorporation, any order or decree of any court or public authority having jurisdictionjurisdiction over the Fund, or any mortgage, indenture, contract, agreement or undertaking to which the Fund is a party or by which it is bound the effect of which conflict, violation, default or breach would be material to the Fund or the Fund and its subsidiaries taken as a wholebound; and
(fviii) no taxes are payable upon or in respect of the execution of the this Agreement or will be payable upon or in respect of the issuance of the shares of MuniPreferred of any seriesAMPS.
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Sources: Auction Agency Agreement (Neuberger Berman Intermediate Municipal Fund Inc)
Representations and Warranties of the Fund. The Fund hereby represents and warrants warrants, which representations and warranties shall be continuing and shall be deemed to be reaffirmed upon each giving of Oral Instructions or Instructions by the Auction Agent Fund, that:
(a) the Fund It is a duly incorporated and existing corporation or a duly organized and existing business trust in good standing under the laws of the State jurisdiction of its incorporation or organization and has organization, with full corporate power or all requisite power to execute and deliver the carry on its business as now conducted, to enter into this Agreement and to authorize, create and issue the shares of MuniPreferred of each series and the shares of MuniPreferred of each series when issued, will be duly authorized, validly issued, fully paid and nonassessableperform its obligations hereunder;
(b) the This Agreement has been duly and validly authorized, executed and delivered by the Fund Fund, has been approved by a resolution of its board and constitutes the legal, a valid and legally binding obligation of the Fund, enforceable in accordance with its terms, and there is no statute, regulation, rule, order or judgment binding on it, and no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property, which would prohibit its execution or performance of this Agreement;
(c) the form of the certificate evidencing the shares of MuniPreferred of each series complies or will comply It is conducting its business in substantial compliance with all applicable laws of the State of and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its incorporation or organizationbusiness as now conducted;
(d) when issuedIt will not use the services provided by the Custodian hereunder in any manner that is, the shares of MuniPreferred of each series or will have been duly registered under the Securities Act of 1933result in, as amended, and no further action by or before any governmental body or authority of the United States or a violation of any state thereof is required in connection with law, rule or regulation applicable to the execution and delivery of the Agreement or will have been required in connection with the issuance of the shares of MuniPreferred of each seriesFund;
(e) Based on the execution and delivery analysis of the Agreement and the issuance and delivery of the shares of MuniPreferred of custody risks associated with maintaining assets with each series do not and will not conflict withForeign Depository, violate or result in a breach of, the terms, conditions or provisions of, or constitute a default under, the Articles of Incorporation or Declaration of Trust (as amended by one or more Statements) or the By- Laws of the Fund, any law or regulation, any order or decree of any court or public authority having jurisdiction, or any mortgage, indenture, contract, agreement or undertaking to which the Fund is a party or by which it is bound the effect of which conflict, violation, default or breach would be material to the Fund or its investment adviser has determined that the Fund custody arrangements of each Foreign Depository provide reasonable safeguards against the custody risks associated with maintaining assets with such Foreign Depository within the meaning of Rule 17f-7 under the ‘40 Act;
(f) It is fully informed of the protections and risks associated with various methods of transmitting Instructions and Oral Instructions to the Custodian, shall safeguard and treat with extreme care any user and authorization codes, passwords and/or authentication keys, understands that there may be more secure methods of transmitting or delivering the same than the methods selected by it, agrees that the security procedures (if any) to be followed in connection therewith provide a commercially reasonable degree of protection in light of its subsidiaries taken particular needs and circumstances and acknowledges and agrees that Instructions need not be reviewed by the Custodian, may conclusively be presumed by the Custodian without inquiry to have been given by person(s) duly authorized and may be acted upon as given;
(g) It shall manage its borrowings, including, without limitation, any advance or overdraft (including any day-light overdraft) in the Accounts, so that the aggregate of its total borrowings for each Series does not exceed the amount such Series is permitted to borrow under the ‘40 Act;
(h) Its transmission or giving of, and the Custodian acting upon and in reliance on, Instructions or Oral Instructions pursuant to this Agreement shall at all times comply with the ‘40 Act;
(i) It shall impose and maintain restrictions on the destinations to which cash may be disbursed by Instructions to ensure that each disbursement is for a wholeproper purpose; and
(fj) no taxes are payable upon or It has the right to make the pledge and grant the security interest and security entitlement to the Custodian contained in respect of the execution of the Agreement or the issuance of the shares of MuniPreferred Section 5 hereof, free of any seriesright of redemption or prior claim of any other person or entity, such pledge and such grants shall have a first priority subject to no setoffs, counterclaims or other liens or grants prior to or on a parity therewith, and it shall take such additional steps as the Custodian may require to assure such priority.
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