Common use of CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND Clause in Contracts

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. (a) All representations and warranties of the Acquiring Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Effective Time, with the same force and effect as if made on and as of the Effective Time. At the Effective Time, AIC Trust shall have received a certificate from the President or Vice President of ING Equity Trust, dated as of such date, certifying on behalf of ING Equity Trust that as of such date that the conditions set forth in this clause (a) have been met. (b) The Acquired Fund shall have received an opinion of counsel on behalf of the Acquiring Fund, dated as of the Effective Time, addressed and in form and substance satisfactory to counsel for the Acquired Fund, to the effect that: (i)ING Equity Trust is duly organized under the laws of the Commonwealth of Massachusetts and the Acquiring Fund is a validly existing series of ING Equity Trust (ii) ING Equity Trust is an open-end management investment company registered under the 1940 Act; (iii) this Agreement and the Reorganization provided for herein and the execution of this Agreement have been duly authorized and approved by all requisite corporate action of ING Equity Trust, on behalf of the Acquiring Fund and this Agreement has been duly executed and delivered by ING Equity Trust, on behalf of the Acquiring Fund and is a valid and binding obligation of ING Equity Trust, on behalf of the Acquiring Fund, subject to applicable bankruptcy, insolvency, fraudulent conveyance and similar laws or court decisions regarding enforcement of creditors' rights generally and such counsel shall express no opinion with respect to the application of equitable principles on any proceeding, whether at law or in equity, as to the enforceability of any provision of this Agreement relating to remedies after default, as to availability of any specific or equitable relief of any kind, with respect to the provisions of this Agreement intended to limit liability for a particular matter to a particular Acquiring Fund and its assets, including but not limited to Section 21 of this Agreement or with respect to the provisions of this Agreement relating to indemnification; (iv) to the best of counsel's knowledge, no consent, approval, order or other authorization of any Federal or state court or administrative or regulatory agency is required for ING Equity Trust to enter into this Agreement on behalf of the Acquiring Fund or carry out its terms that has not already been obtained, other than where the failure to obtain any such consent, approval, order or authorization would not have a material adverse effect on the operations of the Acquiring Fund; and (v) the Acquiring Fund Shares to be issued in the Reorganization have been duly authorized and upon issuance thereof in accordance with this Agreement will be validly issued, fully paid and non-assessable by the Trust. (c) At the Effective Time, ING Equity Trust shall have performed and complied in all material respects with each of its agreements and covenants required by this Agreement to be performed or complied with by ING Equity Trust prior to or at the Effective Time and AIC Trust shall have received a certificate from the President or Vice President of ING Equity Trust, dated as of such date, certifying on behalf of ING Equity Trust that the conditions set forth in this clause (c) have been, and continue to be, satisfied. (d) The Acquired Fund shall have declared and paid a distribution or distributions prior to the Closing that, together with all previous distributions, shall have the effect of distributing to its shareholders: (i) all of its investment company taxable income and all of its net realized capital gains, if any, for the period). from the close of its last fiscal year to 4:00 p.m. Eastern Time on the Closing; and (ii) any undistributed investment company taxable income and net realized capital gains from any period to the extent not otherwise already distributed.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. (a) All The obligations of the Acquired Fund to consummate the transactions provided for herein shall be subject, at its election, to the performance by the Acquiring Trust and the Acquiring Fund of all the obligations to be performed by them hereunder on or before the Closing Date and, in addition thereto, to the following further conditions: 6.1 The Acquiring Trust, on behalf of the Acquiring Fund, shall have delivered to the Trust a certificate executed in its name by its President or Vice President and its Treasurer or Assistant Treasurer, in form satisfactory to the Trust and dated as of the Closing Date, to the effect that the representations and warranties of the Acquiring Trust on behalf of the Acquiring Fund contained made in this Agreement shall be are true and correct in all material respects at and as of the date hereof andClosing Date, except as they may be affected by the transactions contemplated by this Agreement, as and that the Acquiring Trust and the Acquiring Fund have complied with all the covenants and agreements and satisfied all of the Effective Time, with conditions on their parts to be performed or satisfied under this Agreement at or prior to the same force and effect as if made on and as of the Effective Time. At the Effective Time, AIC Closing Date. 6.2 The Trust shall have received a certificate favorable opinion from Xxxx, Xxxx & Xxxxx LLC, counsel to the President or Vice President of ING Equity Acquiring Trust for the transactions contemplated hereby, dated the Closing Date and, in a form satisfactory to the Trust, dated as of such date, certifying on behalf of ING Equity Trust that as of such date that to the conditions set forth in this clause following effect: (a) have been met. (b) The Acquired Fund shall have received an opinion of counsel on behalf of the Acquiring Fund, dated as of the Effective Time, addressed and in form and substance satisfactory to counsel for the Acquired Fund, to the effect that: (i)ING Equity Trust is a business trust duly organized and validly existing under the laws of the The Commonwealth of Massachusetts and has power to own all of its properties and assets and to carry on its business as presently conducted, and the Acquiring Fund is a validly existing separate series thereof duly constituted in accordance with the applicable provisions of ING Equity Trust (ii) ING Equity Trust is an open-end management investment company registered under the 1940 ActAct and the Declaration of Trust and By-laws of the Acquiring Trust; (iiib) this Agreement and the Reorganization provided for herein and the execution of this Agreement have has been duly authorized authorized, executed and approved by all requisite corporate action of ING Equity Trust, delivered on behalf of the Acquiring Fund and, assuming the Prospectus and Registration Statement referred to in paragraph 5.3 complies with applicable federal securities laws and assuming the due authorization, execution and delivery of this Agreement has been duly executed and delivered by ING Equity Trust, the Trust on behalf of the Acquiring Fund and Acquired Fund, is a the valid and binding obligation of ING Equity Trust, on behalf of the Acquiring FundFund enforceable against the Acquiring Fund in accordance with its terms, subject to applicable except as the same may be limited by bankruptcy, insolvency, fraudulent conveyance and reorganization or other similar laws or court decisions regarding affecting the enforcement of creditors' rights generally and other equitable principles; (c) the Acquiring Fund has the power to assume the liabilities to be assumed by it hereunder and upon consummation of the transactions contemplated hereby the Acquiring Fund will have duly assumed such counsel shall express no opinion with respect liabilities; (d) the Acquiring Shares to be issued for transfer to the application shareholders of equitable principles on the Acquired Fund as provided by this Agreement are duly authorized and upon such transfer and delivery will be validly issued and outstanding and fully paid and nonassessable Class A shares, Class B shares and Class C shares of beneficial interest in the Acquiring Fund, and no shareholder of the Acquiring Fund has any proceedingpreemptive right of subscription or purchase in respect thereof; (e) the execution and delivery of this Agreement did not, whether at law and the performance by the Acquiring Trust and the Acquiring Fund of their respective obligations hereunder will not, violate the Acquiring Trust's Declaration of Trust or in equityBy-laws, as to the enforceability of or any provision of this Agreement relating any agreement known to remedies after defaultsuch counsel to which the Acquiring Trust or the Acquiring Fund is a party or by which either of them is bound or, as to availability the knowledge of such counsel, result in the acceleration of any specific obligation or equitable relief the imposition of any kindpenalty under any agreement, with respect judgment, or decree to which the provisions of this Agreement intended to limit liability for a particular matter to a particular Acquiring Trust or the Acquiring Fund and its assets, including but not limited to Section 21 is a party or by which either of this Agreement or with respect to the provisions of this Agreement relating to indemnificationthem is bound; (ivf) to the best knowledge of such counsel's knowledge, no consent, approval, authorization or order or other authorization of any Federal or state court or administrative or regulatory agency governmental authority is required for ING Equity the consummation by the Acquiring Trust to enter into or the Acquiring Fund of the transactions contemplated by this Agreement except such as may be required under state securities or "Blue Sky" laws or such as have been obtained; (g) except as previously disclosed, pursuant to section 4.2(f) above, such counsel does not know of any legal or governmental proceedings relating to the Acquiring Trust or the Acquiring Fund existing on behalf or before the date of mailing of the Prospectus referred to in paragraph 5.3 or the Closing Date required to be described in the Registration Statement referred to in paragraph 5.3 which are not described as required; (h) the Acquiring Trust is registered with the Securities and Exchange Commission as an investment company under the 1940 Act; and (i) to the best knowledge of such counsel, no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or threatened as to the Acquiring Trust or the Acquiring Fund or carry out its terms that has not already been obtained, other than where the failure to obtain any such consent, approval, order of their properties or authorization would not have a material adverse effect on the operations of assets and neither the Acquiring Fund; and (v) Trust nor the Acquiring Fund Shares to be issued in the Reorganization have been duly authorized and upon issuance thereof in accordance with this Agreement will be validly issued, fully paid and non-assessable by the Trust. (c) At the Effective Time, ING Equity Trust shall have performed and complied in all material respects with each of its agreements and covenants required by this Agreement to be performed or complied with by ING Equity Trust prior is a party to or at the Effective Time and AIC Trust shall have received a certificate from the President or Vice President of ING Equity Trust, dated as of such date, certifying on behalf of ING Equity Trust that the conditions set forth in this clause (c) have been, and continue to be, satisfied. (d) The Acquired Fund shall have declared and paid a distribution or distributions prior subject to the Closing thatprovisions of any order, together with all previous distributionsdecree or judgment of any court or governmental body, shall have the effect of distributing to which materially and adversely affects its shareholders: (i) all of its investment company taxable income and all of its net realized capital gains, if any, for the period). from the close of its last fiscal year to 4:00 p.m. Eastern Time on the Closing; and (ii) any undistributed investment company taxable income and net realized capital gains from any period to the extent not otherwise already distributedbusiness.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. (a) The obligations of the Acquired Fund to consummate the transactions provided for herein shall be subject, at its election, to the performance by the Trust, on behalf of the Acquiring Fund, of all the obligations to be performed by the Trust, on behalf of the Acquiring Fund, pursuant to this Agreement on or before the Closing Date and, in addition, subject to the following conditions: 6.1 All representations representations, covenants and warranties of the Trust, on behalf of the Acquiring Fund Fund, contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, and as of the Effective TimeClosing Date, with the same force and effect as if made on and as of the Effective TimeClosing Date. At the Effective Time, AIC The Trust shall have received delivered to the Acquired Fund a certificate from executed by the Trust's President or a Vice President and its Treasurer or Secretary, in form and substance satisfactory to the Acquired Fund and dated as of ING Equity Trustthe Closing Date, to such effect and as to such other matters with respect to the Acquiring Fund as the Acquired Fund shall reasonably request. The Acquired Fund shall have received certified copies of the resolutions adopted by the Board of Trustees, with respect to the Acquiring Fund, approving this Agreement and the transactions contemplated herein. 6.2 The Corporation shall have received on the Closing Date an opinion of Xxxxxxx XxXxxxxxx LLP, as special Massachusetts counsel, dated as of the Closing Date, in a form reasonably satisfactory to the Corporation and the Acquired Fund, covering the following points with such dateassumptions, certifying on behalf exceptions and limitations as are customary in opinions of ING Equity Trust that as of such date that the conditions set forth in this clause sort: (a) have been metThe Trust is a business trust validly existing under the applicable laws of the Commonwealth of Massachusetts. (b) The Acquired Fund shall have received an opinion of counsel on behalf of the Acquiring Fund, dated as of the Effective Time, addressed and in form and substance satisfactory to counsel for the Acquired Fund, to the effect that: (i)ING Equity Trust is duly organized under the laws of the Commonwealth of Massachusetts and the Acquiring Fund is a validly existing series of ING Equity Trust (ii) ING Equity Trust is an open-end management investment company registered under the 1940 Act; (iii) this Agreement and the Reorganization provided for herein and the execution of this Agreement have been duly authorized and approved by all requisite corporate action of ING Equity Trust, on behalf of the Acquiring Fund and this Agreement has been duly executed and delivered by ING Equity Trust, on behalf of the Acquiring Fund and is a valid and binding obligation of ING Equity Trust, on behalf of the Acquiring Fund, subject has the power and authority to applicable bankruptcyexecute, insolvencydeliver and perform all of the obligations under the Agreement of the Trust, fraudulent conveyance and similar laws or court decisions regarding enforcement of creditors' rights generally and such counsel shall express no opinion with respect to the application of equitable principles on any proceeding, whether at law or in equity, as to the enforceability of any provision of this Agreement relating to remedies after default, as to availability of any specific or equitable relief of any kind, with respect to the provisions of this Agreement intended to limit liability for a particular matter to a particular Acquiring Fund and its assets, including but not limited to Section 21 of this Agreement or with respect to the provisions of this Agreement relating to indemnification; (iv) to the best of counsel's knowledge, no consent, approval, order or other authorization of any Federal or state court or administrative or regulatory agency is required for ING Equity Trust to enter into this Agreement on behalf of the Acquiring Fund or carry out its terms that has not already been obtainedFund, other than where under the failure to obtain any such consentapplicable laws of the Commonwealth of Massachusetts. The execution and delivery of the Agreement and the consummation by the Trust, approval, order or authorization would not have a material adverse effect on the operations behalf of the Acquiring Fund; and (v) , of the Acquiring Fund Shares to be issued in the Reorganization transactions contemplated thereby have been duly authorized and upon issuance thereof in accordance with this Agreement will be validly issued, fully paid and non-assessable by all requisite action on the part of the Trust, on behalf of the Acquiring Fund, under the applicable laws of the Commonwealth of Massachusetts. (c) At The Agreement has been duly executed and delivered by the Effective Time, ING Equity Trust shall have performed and complied in all material respects with each of its agreements and covenants required by this Agreement to be performed or complied with by ING Equity Trust prior to or at the Effective Time and AIC Trust shall have received a certificate from the President or Vice President of ING Equity Trust, dated as of such date, certifying on behalf of ING Equity Trust that the conditions set forth Acquiring Fund, under the applicable laws of the Commonwealth of Massachusetts and constitutes the valid and binding obligation of the Trust, on behalf of the Acquiring Fund, enforceable against the Acquiring Fund in this clause (c) have been, and continue to be, satisfiedaccordance with its terms under the applicable laws of the Commonwealth of Massachusetts. (d) The Acquired Fund execution and delivery by the Trust, on behalf of the Acquiring Fund, of the Agreement and the performance of its obligations under the Agreement do not conflict with the declaration of trust or the by-laws of the Trust. (e) Neither the execution, delivery nor performance by the Trust, on behalf of the Acquiring Fund, of the Agreement nor the compliance by the Trust, on behalf of the Acquiring Fund, with the terms and provisions thereof will contravene any provision of any applicable law of the Commonwealth of Massachusetts. 6.3 The Corporation shall have declared and paid received on the Closing Date an opinion of Xxxxxxx Xxxx & Xxxxxxxxx LLP, dated as of the Closing Date, in a distribution or distributions prior form reasonably satisfactory to the Closing thatCorporation and the Acquired Fund, together covering the following points with all previous distributionssuch assumptions, shall have the effect exceptions and limitations as are customary in opinions of distributing to its shareholders: this sort: (ia) all of its The Trust is registered as an open-end management investment company taxable income under the 0000 Xxx. (b) Neither the execution, delivery nor performance by the Trust of the Agreement nor the compliance by the Acquiring Fund with the terms and all provisions thereof will contravene any provision of its net realized capital gainsapplicable federal law of the United States of America. (c) No governmental approval, if anywhich has not been obtained and is not in full force and effect, for is required to authorize, or is required in connection with, the period)execution or delivery of the Agreement by the Trust, on behalf of the Acquiring Fund, or the enforceability of the Agreement against the Trust and the Acquiring Fund. from the close of its last fiscal year to 4:00 p.m. Eastern Time In giving their opinion, Xxxxxxx Xxxx & Xxxxxxxxx LLP may state that they are relying on the Closing; and (ii) any undistributed investment company taxable income and net realized capital gains from any period opinion of Xxxxxxx XxXxxxxxx LLP as to the extent not otherwise already distributedmatters of Massachusetts law.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Acquired Fund to consummate the transactions provided for herein shall be subject, at its election, to the performance by the Surviving Fund of all the obligations to be performed by it hereunder on or before the Closing Date, and, in addition thereto, the following further conditions: (a) All representations and warranties of the Acquiring Surviving Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Effective TimeClosing Date, with the same force and effect as if made on and as of the Effective TimeClosing Date. At On the Effective TimeClosing Date, AIC Trust the Acquired Fund shall have received a certificate from the President or Vice President of ING Equity Trustthe Surviving Fund, dated as of such date, certifying on behalf of ING Equity Trust Surviving Fund that as of such date that the conditions set forth in this clause (a) have been met. (b) The Acquired Fund shall have received an opinion of counsel on behalf of the Acquiring FundXxxxxx, Xxxxx & Bockius LLP, dated as of the Effective TimeClosing Date, addressed and in a form and substance reasonably satisfactory to counsel for the Acquired Fund, to covering the effect that: following points: (i)ING Equity i) The Trust is duly organized a statutory trust validly existing under the laws of the Commonwealth State of Massachusetts and the Acquiring Fund is a validly existing series of ING Equity Trust Delaware. (ii) ING Equity Trust is The Trust, with respect to the Surviving Fund, has the trust power to conduct the business of an open-end management investment company registered under as set forth in the 1940 Act; Declaration. (iii) this The Agreement and the Reorganization provided for herein and the execution of this Agreement have has been duly authorized and approved executed by all requisite corporate action of ING Equity the Trust, on behalf of the Acquiring Fund Surviving Fund, and this Agreement has been duly executed and so far as is known to us, delivered by ING Equity the Trust, on behalf of the Acquiring Fund Surviving Fund. Assuming the due authorization, execution, and is a valid and binding obligation delivery of ING Equity the Agreement by the Trust, on behalf of the Acquiring Acquired Fund, subject the Agreement constitutes a valid and legally binding obligation of the Trust, on behalf of the Surviving Fund, enforceable against the Trust in accordance with its terms. (iv) The execution and delivery by the Trust of the Agreement did not, and the issuance of Surviving Fund Shares and cash in lieu of fractional shares of the Surviving Fund and the assumption of the liabilities in exchange for the transfer of assets pursuant to applicable bankruptcythe Agreement will not, insolvencyviolate the Declaration or By-Laws. (v) To the knowledge of such counsel, fraudulent conveyance and similar laws all regulatory or court decisions regarding enforcement consents, authorizations, approvals, orders or filings required to be obtained or made by the Trust, on behalf of creditors' rights generally and such counsel shall express no opinion the Surviving Fund, under the federal laws of the United States or the laws of the State of Delaware with respect to the application issuance of equitable principles on any proceedingthe Surviving Fund Shares, whether at law or in equity, as the receipt of the assets and the assumption of the liabilities pursuant to the enforceability Agreement have been obtained or made. (vi) To the knowledge of such counsel and without any provision of this Agreement relating to remedies after default, as to availability of any specific or equitable relief of any kind, with respect to the provisions of this Agreement intended to limit liability for a particular matter to a particular Acquiring Fund and its assets, including but not limited to Section 21 of this Agreement or with respect to the provisions of this Agreement relating to indemnification; (iv) to the best of counsel's knowledge, no consent, approval, order or other authorization of any Federal or state court or administrative or regulatory agency is required for ING Equity Trust to enter into this Agreement on behalf of the Acquiring Fund or carry out its terms that has not already been obtainedindependent investigation, other than where as disclosed to the failure Acquired Fund pursuant to obtain Section 7(h) of the Agreement to which the Trust is a party, the Surviving Fund is not subject to any such consent, approval, order litigation or authorization would not administrative proceeding that could reasonably be expected to have a material materially adverse effect on the operations of the Acquiring Surviving Fund; . (vii) The Trust is registered as an open-end management investment company with the Commission and (v) the Acquiring Surviving Fund Shares is not subject to any stop order. Such opinion may contain such assumptions and limitations as shall be issued in the Reorganization opinion of such counsel appropriate to render the opinions expressed therein. In addition, such counsel shall be entitled to state that they have been duly authorized relied upon officers’ certificates and upon issuance thereof certificates of public officials in accordance with this Agreement will be validly issued, fully paid and non-assessable by the Trustrendering their opinion. (c) At On the Effective TimeClosing Date, ING Equity Trust the Surviving Fund shall have performed and complied in all material respects with each of its agreements and covenants required by this Agreement to be performed or complied with by ING Equity Trust the Surviving Fund prior to or at the Effective Time Closing Date and AIC Trust the Acquired Fund shall have received a certificate from the President or Vice President of ING Equity Trustthe Surviving Fund, dated as of such date, certifying on behalf of ING Equity Trust the Surviving Fund that the conditions set forth in this clause (c) have been, and continue to be, satisfied. (d) The Acquired Fund shall have declared and paid a distribution or distributions prior to the Closing that, together with all previous distributions, shall have the effect of distributing to its shareholders: (i) all of its investment company taxable income and all of its net realized capital gains, if any, for the period). from the close of its last fiscal year to 4:00 p.m. Eastern Time on the Closing; and (ii) any undistributed investment company taxable income and net realized capital gains from any period to the extent not otherwise already distributed.