Common use of Authority of Seller; Conflicts Clause in Contracts

Authority of Seller; Conflicts. (a) Seller has all requisite corporate power and authority to enter into this Agreement and the Seller Ancillary Agreements and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement by Seller has been duly authorized by all necessary corporate action of Seller and the consummation by the Selling Entities of the transactions contemplated hereby will be as of Closing duly authorized by all necessary corporate or other entity action on the part of each Selling Entity, and the execution, delivery and performance of each of the Seller Ancillary Agreements by Seller or its Affiliate that will be a party thereto has been, or in the case of the Affiliates of Seller, will be as of Closing, duly authorized by all necessary corporate or other entity action of Seller. This Agreement has been duly executed and delivered by Seller and (assuming the valid authorization, execution and delivery of this Agreement by Buyer and the validity and binding effect of this Agreement on Buyer) constitutes the valid and binding obligation of Seller enforceable against Seller in accordance with its terms, and each of the Seller Ancillary Agreements, upon execution and delivery by Seller or its Affiliate that will be a party thereto will be (assuming the valid authorization, execution and delivery by Buyer or its Affiliate that will be a party thereto), a legal, valid and binding obligation of Seller or such Affiliate enforceable against it in accordance with its terms.

Authority of Seller; Conflicts. (a) Aon and Seller each has all requisite corporate full power and authority to enter into execute, deliver and perform this Agreement and each of the Seller Ancillary Agreements and to consummate the transactions contemplated hereby and therebyAgreements. The execution, delivery and performance of this Agreement by Seller has been duly authorized by all necessary corporate action of Seller and the consummation by the Selling Entities of the transactions contemplated hereby will be as of Closing duly authorized by all necessary corporate or other entity action on the part of each Selling Entity, and the execution, delivery and performance of each of the Seller Ancillary Agreements by Aon and Seller or its Affiliate that will be a party thereto has beenhave been duly authorized and approved by Aon’s and Seller’s board of directors, or in as applicable. No other corporate proceedings on the case part of the Affiliates of Aon, Seller, will be as of Closing, duly authorized by all the Company or the Subsidiaries are necessary corporate to authorize this Agreement and the Seller Ancillary Agreements and the transactions contemplated hereby or other entity action of Sellerthereby. This Agreement has been duly authorized, executed and delivered by Aon and Seller and (assuming the valid authorization, execution and delivery of this Agreement by Buyer and the validity and binding effect of this Agreement on Buyer) constitutes is the legal, valid and binding obligation of Aon and Seller enforceable against Seller in accordance with its terms, and each of the Seller Ancillary AgreementsAgreements has been duly authorized by Aon or Seller, as applicable, and upon execution and delivery by Seller Aon or its Affiliate that will be a party thereto Seller, as applicable, will be (assuming the valid authorization, execution and delivery by Buyer or its Affiliate that will be a party each of the other parties thereto), ) a legal, valid and binding obligation of Seller Aon or such Affiliate Seller, as applicable, enforceable against it in accordance with its terms, in each case subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors’ rights and to general equity principles.

Authority of Seller; Conflicts. (a) On or prior to the date of this Agreement, the Board of Directors of Seller has approved the transactions contemplated in this Agreement. Seller has all requisite corporate power and authority to enter into this Agreement and the Seller Ancillary Agreements and to consummate the transactions contemplated hereby and therebyhereby. The execution, execution and delivery and performance of this Agreement by Seller has and the consummation by Seller of the transactions contemplated hereby have been duly authorized by all necessary corporate action of Seller and the consummation by the Selling Entities of the transactions contemplated hereby will be as of Closing duly authorized by all necessary corporate or other entity action on the part of each Selling Entity, Seller and the execution, delivery and performance of each of the Seller Ancillary Agreements by Seller or its Affiliate that will be a party thereto has been, or in the case of the Affiliates of Seller, will be as of Closing, been duly authorized by all necessary corporate or other entity action of Seller. This Agreement has been duly executed and delivered by Seller and (assuming the valid authorization, execution and delivery of this Agreement by Buyer and the validity and binding effect of this Agreement on Buyer) constitutes the valid and binding obligation of Seller enforceable against Seller in accordance with its terms, and each of the Seller Ancillary Agreements, upon execution and delivery by Seller or its Affiliate that will be a party thereto will be (assuming the valid authorization, execution and delivery by Buyer, where Buyer is a party, and any other party or its Affiliate that will be a party parties thereto), ) a legal, valid and binding obligation of Seller or such Affiliate enforceable against it in accordance with its terms, subject, in the case of this Agreement and each of the Seller Ancillary Agreements, to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting the enforcement of creditors' rights and to general principles of equity.

Authority of Seller; Conflicts. (a) On or prior to the date of this Agreement, the Board of Directors of Seller has approved the transactions contemplated in this Agreement. Seller has all requisite corporate power and authority to enter into this Agreement and the Seller Ancillary Agreements and to consummate the transactions contemplated hereby and therebyhereby. The execution, execution and delivery and performance of this Agreement by Seller has and the consummation by Seller of the transactions contemplated hereby have been duly authorized by all necessary corporate action of Seller and the consummation by the Selling Entities of the transactions contemplated hereby will be as of Closing duly authorized by all necessary corporate or other entity action on the part of each Selling Entity, Seller and the execution, delivery and performance of each of the Seller Ancillary Agreements by Seller or its Affiliate that will be a party thereto has been, or in the case of the Affiliates of Seller, will be as of Closing, been duly authorized by all necessary corporate or other entity action of Seller. This Agreement has been duly executed and delivered by Seller and (assuming the valid authorization, execution and delivery of this Agreement by Buyer and the validity and binding effect of this Agreement on Buyer) constitutes the valid and binding obligation of Seller enforceable against Seller in accordance with its terms, and each of the Seller Ancillary Agreements, upon execution and delivery by Seller or its Affiliate that will be a party thereto will be (assuming the valid authorization, execution and delivery by Buyer, where Buyer is a party, and any other party or its Affiliate that will be a party parties thereto), ) a legal, valid and binding obligation of Seller or such Affiliate enforceable against it in accordance with its terms, subject, in the case of this Agreement and each of the Seller Ancillary Agreements, to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting the enforcement of creditors’ rights and to general principles of equity.