Common use of Transfer of Purchased Certificates Clause in Contracts

Transfer of Purchased Certificates. (a) The Purchaser understands that the Purchased Certificates have not been registered under the Act, or any state securities laws and that no transfer may be made unless the Purchased Certificates are registered under the Act and under applicable state law or unless an exemption from registration is available. The Purchaser further understands that neither PNC nor the Trust Fund is under any obligation to register the Purchased Certificates or make an exemption available. In the event that such a transfer is to be made within two years from the Closing Date without registration under the Act or applicable state securities laws, (i) the Trustee shall require, in order to assure compliance with such laws, that the Certificateholder's prospective transferee each certify to PNC and the Trustee as to the factual basis for the registration or qualification exemption relied upon, and (ii) the Trustee or PNC may require an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Act and state securities laws, which Opinion of Counsel shall not be an expense of the Trustee or PNC. Any such Certificateholder desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee and PNC against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.

Transfer of Purchased Certificates. (a) The Purchaser Transferee understands that the Purchased Certificates have not been registered under the Act, Act or any state securities laws and that no transfer may be made unless the Purchased Certificates are registered under the Act and under applicable state law or unless an exemption from such registration is available. If requested by the Trustee, the Transferee and the Holder of Purchased Certificates who desires to effect this transfer have certified to the Trustee, and NFSC as to the factual basis for the registration or qualification exemption relied upon. The Purchaser Transferee further understands that neither PNC NFSC, the Trustee nor the Trust Fund is under any obligation to register the Purchased Certificates or make an exemption from such registration available. . (b) In the event that such a the transfer is to be made within two three years of the date the Purchased Certificates were acquired by a non-Affiliate of NFSC from the Closing Date without registration under the Act NFSC or applicable state securities lawsan Affiliate of NFSC, (i) the Trustee shall require, in order to assure compliance with such laws, that the Certificateholder's prospective transferee each certify to PNC and the Trustee as to the factual basis for the registration or qualification exemption relied upon, and (ii) the Trustee or PNC may require an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Act and state securities laws, (which Opinion of Counsel shall not be an expense of NFSC or the Trustee Trustee) that such transfer is not required to be registered under the Act or PNC. state securities laws. (c) Any such Certificateholder desiring to effect such a transfer shall, and does hereby agree to, indemnify NFSC and the Trustee and PNC against any liability that may result if the transfer is not so exempt under federal or is not made in accordance with such federal and applicable state securities laws.