ING Companies definition
Examples of ING Companies in a sentence
Each Share issued and outstanding immediately prior to the Effective Time and owned by any of the ING Companies or owned by the Company or any Subsidiary of the Company (in each case other than Shares that are held on behalf of third parties) shall, by virtue of the Merger and without any action on the part of the holder thereof, no longer be outstanding and shall be canceled and retired without payment of any consideration therefor and shall cease to exist.
You hereby accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under this Agreement or the Plan.
Neither the ING Companies nor any of their Affiliates nor, to the Knowledge of the ING Companies, any officer, director or employee of the ING Companies or any of their Affiliates has been permanently or temporarily enjoined or barred by any Order of any Governmental Entity from engaging in or continuing any conduct or practice in connection with the business conducted by the Acquired Business that could reasonably be expected to have an ING Companies Material Adverse Effect.
Each Buyer shall have executed and delivered to the ING Companies counterparts of each of the Transaction Documents to which it or an Affiliate is a party.
This Agreement, including all applicable Producer Compensation Schedules, the Guidelines, and the Producer's ING Companies Application for Appointment and Contract, which are incorporated by reference, constitute the entire agreement between the parties concerning the subject matter of this Agreement and supersedes in its entirety all prior agreements, understandings, negotiations and other written or oral communications between the parties with respect to the subject matter of this Agreement.
With respect to the UHRL Transaction Documents, the Buyers, the Sellers and the ING Companies, shall use their commercially reasonable efforts to negotiate, execute and deliver, prior to the Closing Date, agreements, or amendments to agreements, with terms and conditions substantially as set forth in Exhibit R (the “UHRL Novation Documents”) hereto.
In furtherance of the foregoing, the ING Companies hereby consent to exchanges of cash and securities into and out of any Transfer Account by the Sellers on or after the tenth (10th) Business Day preceding the anticipated Closing Date in order to comply with this Section 2.2; provided, that such exchanges do not result in the reduction in the aggregate value of cash or securities held in such Transfer Account.
Each of the ING Companies has the requisite company power and authority to enter into this Agreement and the other Transaction Documents to which it is a party, and subject to obtaining the required regulatory approvals, and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated by this Agreement and the other Transaction Documents to which it is a party.
From and after the Closing, the Buyers shall defend, indemnify and hold harmless the ING Companies and their respective officers, directors, employees, agents, advisers and representatives (collectively, the “ING Indemnitees”) from and against, and pay or reimburse the ING Indemnitees for, any and all Losses resulting from or arising out of any inaccuracy in or breach of any representation or warranty made or deemed made by the Buyers in or pursuant to Sections 5.1 through 5.5 of this Agreement.
Each of the ING Companies is a corporation duly incorporated, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated and has the requisite power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted.