Common use of Corporate Authority Relative to this Agreement; No Violation Clause in Contracts

Corporate Authority Relative to this Agreement; No Violation. (a) Aon UK has all requisite corporate or similar power and authority to enter into this Agreement and the Expenses Reimbursement Agreement and to consummate the portions of the Transaction to be completed prior to the Aon CSA. The execution and delivery of this Agreement and the Expenses Reimbursement Agreement has been duly and validly authorized by the Aon Board of Directors. The consummation of the Transactions and the entry into the Required Assignment will be duly and validly authorized by the Aon Board of Directors and (in the case of the issuance of Aon Shares in connection with the Acquisition, except for (i) receipt of the Aon Shareholder Approval, (ii) the Required Assignment, and (iii) the filing of the required documents and other actions in connection with the Scheme with, and to receipt of the required approval of the Scheme by, the High Court), no other corporate proceedings on the part of Aon or any Aon Subsidiary are necessary to authorize the consummation of the Transactions and pursuant to the Expenses Reimbursement Agreement. On or prior to the date hereof, the Aon UK Board of Directors has determined that the Transactions are advisable and in the best interests of Aon UK and the Aon Shareholders and accordingly, the Aon UK Board of Directors expect that, following the appointment of the Aon Ireland Board of Directors upon completion of the Aon CSA and the Required Assignment, they will, subject to Section 7.4 and to the obligations of the Aon Ireland Board of Directors under applicable Law, make the Aon Board Recommendation. This Agreement has been duly and validly executed and delivered by Aon and, assuming this Agreement constitutes the valid and binding agreement of WTW, constitutes the valid and binding agreement of Aon, enforceable against Aon in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (b) Other than in connection with or in compliance with (i) the provisions of the Act, (ii) the Securities Act, (iii) the Exchange Act, (iv) the HSR Act, (v) any applicable requirements of the NYSE, (vi) the Takeover Rules and the Takeover Panel Act, (vii) Required Regulatory Clearances, (viii) compliance with and filings under any Antitrust Laws of any non-U.S. jurisdictions and (ix) the matters set forth in Section 6.3(b) of the Aon Disclosure Letter, no authorization, consent or approval of, or filing with, any Governmental Entity is necessary, under applicable Law, for the consummation by Aon of the Transactions, except for such authorizations, consents, approvals or filings that, if not obtained or made, would not reasonably be expected to have, individually or in the aggregate, an Aon Material Adverse Effect. (c) The execution and delivery by Aon of this Agreement and the Expenses Reimbursement Agreement do not, and, except as described in Section 6.3(b), the consummation of the Transactions and compliance with the provisions hereof will not (i) result in any violation or breach of, or default or change of control (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, modification, cancellation or acceleration of any material obligation or to the loss of a material benefit under any Contract, loan, guarantee of Indebtedness or credit agreement, note, bond, mortgage, indenture, lease, permit, concession, franchise or right binding upon Aon or any of the Aon Subsidiaries or result in the creation of any Lien upon any of the properties, rights or assets of Aon or any Aon Subsidiaries, other than Aon Permitted Liens, (ii) conflict with or result in any violation of any provision of the Aon Organizational Documents or any of the organizational documents of any Aon Subsidiary or (iii) conflict with or violate any Laws applicable to Aon or any of the Aon Subsidiaries or any of their respective properties or assets, other than in the case of clauses (i), (ii) and (iii), any such violation, breach, conflict, default, termination, modification, cancellation, acceleration, right, loss or Lien that would not reasonably be expected to have, individually or in the aggregate, an Aon Material Adverse Effect.

Corporate Authority Relative to this Agreement; No Violation. (a) Aon UK Amazon has all requisite corporate or similar power and authority to enter into this Agreement and the Expenses Reimbursement Agreement to perform its obligations hereunder and to consummate the portions of Transactions, including the Transaction to be completed prior to the Aon CSAAcquisition. The execution execution, delivery and delivery performance by Amazon of this Agreement and the Expenses Reimbursement Agreement has have been duly and validly authorized by the Aon Amazon Board of Directors. The consummation of the Transactions and the entry into the Required Assignment will be duly and validly authorized by the Aon Amazon Board of Directors and (and, in the case of the issuance of Aon Amazon Shares in connection with the Acquisition, except for (i) receipt of the Aon Amazon Shareholder Approval, Approval and (ii) the Required Assignment, and (iii) the filing of the required documents and other actions in connection with the Scheme with, and to receipt of the required approval of the Scheme by, the High Court), no other corporate or other proceedings on the part of Aon or any Aon Subsidiary Amazon are necessary to authorize the consummation of the Transactions and pursuant to the Expenses Reimbursement AgreementTransactions. On or prior to the date hereof, the Aon UK Amazon Board of Directors has determined that the Transactions are advisable and in the best interests of Aon UK Amazon and the Aon Amazon Shareholders and and, accordingly, the Aon UK Amazon Board of Directors expect that, following the appointment of the Aon Ireland Board of Directors upon completion of the Aon CSA and the Required Assignment, expects that they will, subject to Section 7.4 6.5 and to the obligations of the Aon Ireland Amazon Switzerland Board of Directors under applicable Law, make the Aon Amazon Board Recommendation. This Agreement has been duly and validly executed and delivered by Aon Amazon and, assuming this Agreement constitutes the valid and binding agreement of WTWDanube and Sellers, constitutes the valid and binding agreement of AonAmazon, enforceable against Aon Amazon in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (b) Other than in connection with or in compliance with (i) the provisions of the ActSwiss Code, (ii) the Securities Act, (iii) the Exchange Act, (iv) the HSR Act, (v) any applicable requirements of the NYSE, (vi) the Takeover Rules and the Takeover Panel Act, (vii) Required Regulatory Clearances, (viiivi) compliance with and any applicable requirements of NYSE, (vii) filings under any Antitrust Laws of any non-U.S. jurisdictions jurisdictions, (viii) filings under the DPA and any Foreign Investment Laws, (ix) filings under the Canada Transportation Act and (ixx) the matters set forth in Section 6.3(b5.3(b) of the Aon Amazon Disclosure Letter, no authorization, consent or approval of, or filing with, any Governmental Entity is necessary, under applicable Law, for the consummation by Aon Amazon of the Transactions, except for such authorizations, consents, approvals or filings that, if not obtained or made, would not reasonably be expected to have, individually or in the aggregate, an Aon Amazon Material Adverse Effect. (c) The execution and delivery by Aon Amazon of this Agreement and the Expenses Reimbursement Agreement do does not, and, except as described in Section 6.3(b)5.3(b) of the Amazon Disclosure Letter, the consummation of the Transactions and compliance with the provisions hereof will not (i) result in any violation or breach of, or default or change of control (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, modification, cancellation or acceleration of any material obligation or to the loss of a material benefit under any Contract, loan, guarantee of Indebtedness or credit agreement, note, bond, mortgage, indenture, lease, permit, concession, franchise or right binding upon Aon Amazon or any of the Aon Amazon Subsidiaries or result in the creation of any Lien upon any of the properties, rights or assets of Aon Amazon or any Aon Amazon Subsidiaries, other than Aon Amazon Permitted Liens, (ii) conflict with or result in any violation of any provision of the Aon Organizational Amazon Governing Documents or any of the organizational documents of any Aon Amazon Subsidiary or (iii) conflict with or violate any Laws applicable to Aon Amazon or any of the Aon Amazon Subsidiaries or any of their respective properties or assets, other than in the case of clauses (i), (ii) and (iii), any such violation, breach, conflict, default, termination, modification, cancellation, acceleration, right, loss or Lien that would not reasonably be expected to have, individually or in the aggregate, an Aon Amazon Material Adverse Effect.

Corporate Authority Relative to this Agreement; No Violation. (a) Aon UK has all requisite corporate or similar power and authority to enter into this Agreement and the Expenses Reimbursement Agreement and to consummate the portions of the Transaction to be completed prior to the Aon CSA. The execution and delivery of this Agreement and the Expenses Reimbursement Agreement has been duly and validly authorized by the Aon Board of Directors. The consummation of the Transactions and the entry into the Required Assignment will be duly and validly authorized by the Aon Board of Directors and (in the case of the issuance of Aon Shares in connection with the Acquisition, except for (i) receipt of the Aon Shareholder Approval, (ii) the Required Assignment, and (iii) the filing of the required documents and other actions in connection with the Scheme with, and to receipt of the required approval of the Scheme by, the High Court), no other corporate proceedings on the part of Aon or any Aon Subsidiary are necessary to authorize the consummation of the Transactions and pursuant to the Expenses Reimbursement Agreement. On or prior to the date hereof, the Aon UK Board of Directors has determined that the Transactions are advisable and in the best interests of Aon UK and the Aon Shareholders and accordingly, the Aon UK Board of Directors expect that, following the appointment of the Aon Ireland Board of Directors upon completion of the Aon CSA and the Required Assignment, they will, subject to Section 7.4 and to the obligations of the Aon Ireland Board of Directors under applicable Law, make the Aon Board Recommendation. This Agreement has been duly and validly executed and delivered by Aon and, assuming this Agreement constitutes the valid and binding agreement of WTW, constitutes the valid and binding agreement of Aon, enforceable against Aon in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (b) Other than in connection with or in compliance with (i) the provisions of the Act, (ii) the Securities Act, (iii) the Exchange Act, (iv) the HSR Act, (v) any applicable requirements of the NYSE, (vi) the Takeover Rules and the Takeover Panel Act, (vii) Required Regulatory Clearances, (viii) compliance with and filings under any Antitrust Laws of any non-U.S. jurisdictions and (ix) the matters set forth in Section 6.3(b) of the Aon Disclosure Letter, no authorization, consent or approval of, or filing with, any Governmental Entity is necessary, under applicable Law, for the consummation by Aon of the Transactions, except for such authorizations, consents, approvals or filings that, if not obtained or made, would not reasonably be expected to have, individually or in the aggregate, an Aon Material Adverse Effect. (c) The execution and delivery by Aon of this Agreement and the Expenses Reimbursement Agreement do not, and, except as described in Section 6.3(b), the consummation of the Transactions and compliance with the provisions hereof will not (i) result in any violation or breach of, or default or change of control (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, modification, cancellation or acceleration of any material obligation or to the loss of a material benefit under any Contract, loan, guarantee of Indebtedness or credit agreement, note, bond, mortgage, indenture, lease, permit, concession, franchise or right binding upon Aon or any of the Aon Subsidiaries or result in the creation of any Lien upon any of the properties, rights or assets of Aon or any Aon Subsidiaries, other than Aon Permitted Liens, (ii) conflict with or result in any violation of any provision of the Aon Organizational Documents or any of the organizational documents of any Aon Subsidiary or (iii) conflict with or violate any Laws applicable to Aon or any of the Aon Subsidiaries or any of their respective properties or assets, other than in the case of clauses (i), (ii) and (iii), any such violation, breach, conflict, default, termination, modification, cancellation, acceleration, right, loss or Lien that would not reasonably be expected to have, individually or in the aggregate, an Aon Material Adverse Effect.,

Corporate Authority Relative to this Agreement; No Violation. (ai) Aon UK Eaton and each Eaton Merger Party has all requisite corporate or similar power and authority to enter into this Agreement and and, with respect to Eaton, the Expenses Reimbursement Agreement and, subject (in the case of this Agreement) to receipt of the Eaton Shareholder Approval (and, in the case of the Holdco Distributable Reserves Creation, to approval of the Xxxxxx Distributable Reserves Resolution by the Xxxxxx Shareholders and the Eaton Distributable Reserves Resolution by the Eaton Shareholders and to receipt of the required approval by the High Court), to consummate the portions of transactions contemplated hereby and thereby, including the Transaction to be completed prior to Acquisition and the Aon CSAMerger, as applicable. The execution and delivery of this Agreement and the Expenses Reimbursement Agreement has and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized authorised by the Aon Eaton Board of Directors. The consummation of the Transactions and the entry into the Required Assignment will be duly and validly authorized by the Aon Board of Directors and (in the case of this Agreement) the issuance board of Aon Shares in connection with the Acquisitiondirectors of each Eaton Merger Party and, except for (iA) receipt of the Aon Eaton Shareholder Approval, (iiB) the Required Assignment, filing of the Certificate of Merger with the Secretary of State of the State of Ohio and (iiiC) the filing of the required documents and other actions in connection with the Scheme with, and to receipt of the required approval of the Scheme by, the High Court), no other corporate proceedings on the part of Aon Eaton or any Aon Subsidiary Eaton Merger Party are necessary to authorize authorise the consummation of the Transactions and pursuant to the Expenses Reimbursement Agreementtransactions contemplated hereby. On or prior to the date hereof, the Aon UK Eaton Board of Directors has determined that the Transactions transactions contemplated by this Agreement are advisable fair to and in the best interests of Aon UK Eaton and the Aon Eaton Shareholders and accordingly, the Aon UK Board of Directors expect that, following the appointment of the Aon Ireland Board of Directors upon completion of the Aon CSA and the Required Assignment, they will, subject has adopted a resolution to Section 7.4 and to the obligations of the Aon Ireland Board of Directors under applicable Law, make the Aon Board Eaton Recommendation. This Agreement has been duly and validly executed and delivered by Aon Eaton and each Eaton Merger Party and, assuming this Agreement constitutes the valid and binding agreement of WTWXxxxxx, constitutes the valid and binding agreement of AonEaton and each Eaton Merger Party, enforceable against Aon Eaton and each Eaton Merger Party in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (bii) Other than in connection with or in compliance with (iA) the provisions of the ActCompanies Acts, (iiB) the Takeover Panel Act and the Takeover Rules, (C) the Securities Act, (iiiD) the Exchange Act, (ivE) the HSR Act, (vF) any applicable requirements under the EC Merger Regulation, (G) any applicable requirements of other Antitrust Laws, (H) the requirement to file a certificate of merger with the Secretary of State of the State of Ohio, (I) any applicable requirements of the NYSE, NYSE or the Chicago Stock Exchange and (viJ) the Takeover Rules and the Takeover Panel Act, (vii) Required Regulatory Clearances, (viii) compliance with and filings under any Antitrust Laws of any non-U.S. jurisdictions and (ix) the matters Clearances set forth in Section 6.3(bon Clause 6.2(c)(ii) of the Aon Eaton Disclosure LetterSchedule, no authorizationauthorisation, consent or approval of, or filing with, any Governmental Entity Relevant Authority is necessary, under applicable Law, for the consummation by Aon Eaton and each Eaton Merger Party of the Transactionstransactions contemplated by this Agreement, except for such authorizationsauthorisations, consents, approvals or filings (I) that, if not obtained or made, would not reasonably be expected to have, individually or in the aggregate, an Aon Eaton Material Adverse EffectEffect or (II) as may arise as a result of facts or circumstances relating to Xxxxxx or its Affiliates or Laws or contracts binding on Xxxxxx or its Affiliates. (ciii) The execution and delivery by Aon Eaton and each Eaton Merger Party of this Agreement and (in the case of Eaton) the Expenses Reimbursement Agreement do not, and, except as described in Section 6.3(bClause 6.2(c)(ii), the consummation of the Transactions transactions contemplated hereby and compliance with the provisions hereof will not (iA) result in any violation or breach of, or default or change of control (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, modification, cancellation or acceleration of any material obligation or to the loss of a material benefit under any Contract, loan, guarantee of Indebtedness indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrument, permit, concession, franchise franchise, right or right license binding upon Aon Eaton or any of the Aon Xxxxx’x Subsidiaries or result in the creation of any Lien Liens upon any of the properties, rights or assets of Aon Eaton or any Aon of Xxxxx’x Subsidiaries, other than Aon Eaton Permitted Liens, (iiB) conflict with or result in any violation of any provision of the Aon Organizational Organisational Documents of Eaton or any of Xxxxx’x Subsidiaries or the organizational documents of any Aon Subsidiary Eaton Merger Parties or (iiiC) conflict with or violate any Laws applicable to Aon Eaton or any of the Aon Xxxxx’x Subsidiaries or any of their respective properties or assets, other than than, (I) in the case of sub-clauses (iA), (iiB) (with respect to Subsidiaries that are not Significant Subsidiaries or Eaton Merger Parties) and (iiiC), any such violation, breach, conflict, default, termination, modification, cancellation, acceleration, right, loss or Lien that would not reasonably be expected to have, individually or in the aggregate, an Aon Eaton Material Adverse EffectEffect and (II) as may arise as a result of facts or circumstances relating to Xxxxxx or its Affiliates or Laws or contracts binding on Xxxxxx or its Affiliates.

Corporate Authority Relative to this Agreement; No Violation. (a) Aon UK Each of Parent, Acquirer and Merger Sub has all requisite corporate or similar power and authority to enter into this Agreement and the Expenses Reimbursement Agreement and to consummate the portions of the Transaction Transactions to which such entity is or will be completed prior to the Aon CSAa party. The execution and delivery of this Agreement and the Expenses Reimbursement Agreement has been duly and validly authorized by all necessary action on the Aon part of Parent, the Parent Board of Directors, Acquirer, the Acquirer Board of Directors, Merger Sub and the Merger Sub Sole Member, as applicable. The consummation of the Transactions and the entry into the Required Assignment will be duly and validly authorized by the Aon Acquirer Board of Directors Directors, the Merger Sub Sole Member and (the Parent Board of Directors, as applicable, and in the case of the issuance of Aon Parent Shares in connection with the Acquisition, except for (i) receipt of the Aon Shareholder Approval, (ii) the Required Assignment, and (iii) the filing of the required documents and other actions in connection with the Scheme with, and to receipt of the required approval of the Scheme by, the High Court)Mergers, no other corporate proceedings on the part of Aon Acquirer, Merger Sub, Parent or any Aon Subsidiary of Parent are necessary to authorize the consummation of the Transactions and pursuant to the Expenses Reimbursement Agreement. On which such entity is or prior to the date hereof, the Aon UK Board of Directors has determined that the Transactions are advisable and in the best interests of Aon UK and the Aon Shareholders and accordingly, the Aon UK Board of Directors expect that, following the appointment of the Aon Ireland Board of Directors upon completion of the Aon CSA and the Required Assignment, they will, subject to Section 7.4 and to the obligations of the Aon Ireland Board of Directors under applicable Law, make the Aon Board Recommendationwill be a party. This Agreement has been duly and validly executed and delivered by Aon Acquirer, Merger Sub and Parent and, assuming this Agreement constitutes the legal, valid and binding agreement of WTWthe Company and NFP Seller, constitutes the legal, valid and binding agreement of AonAcquirer, Merger Sub and Parent, enforceable against Aon Acquirer, Merger Sub and Parent in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (b) Other than in connection with or in compliance with (i) the provisions of the Irish Companies Act, (ii) the Securities Act, (iii) the Exchange Act, (iv) the HSR ActAct and the DPA, (v) any applicable requirements of the NYSE, (vi) the Takeover Rules and the Takeover Panel Actany Required Approvals, (vii) Required Regulatory Clearances, the Applicable Laws of the State of Delaware with respect to the First Merger and the Second Merger and (viii) compliance with and filings under any Antitrust Laws of any non-U.S. jurisdictions and (ix) the matters set forth in Section 6.3(b5.02(b) of the Aon Acquirer Disclosure LetterSchedule, no authorization, consent or approval of, or filing or registration with, or notice to, any Governmental Entity Authority is necessary, under applicable Applicable Law, for in connection with the execution, delivery and performance of this Agreement by Acquirer, Merger Sub or Parent or the consummation by Aon Acquirer, Merger Sub or Parent of the Transactions, except for such authorizations, consents, approvals approvals, filings, registrations or filings notices that, if not obtained or made, would not reasonably be expected to have, individually or in the aggregate, an Aon Acquirer Material Adverse Effect. (c) The execution execution, delivery and delivery performance by Aon Xxxxxx Sub, Acquirer and Parent of this Agreement and the Expenses Reimbursement Agreement Ancillary Documents to which Merger Sub, Acquirer or Parent is a party do not, and, except as described in Section 6.3(b5.02(b), the consummation of the Transactions and compliance with the provisions hereof will not not, (i) result in any violation or breach of, conflict with, or default or change of control (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, modification, cancellation cancellation, acceleration, revocation, suspension or acceleration limitation of any material obligation or to the loss of a benefit under, or result in any material benefit under or increased, additional, accelerated or guaranteed rights or entitlements of any ContractPerson under, loan(A) any Parent Permit or (B) any Contract to which Merger Sub, guarantee of Indebtedness or credit agreementAcquirer, note, bond, mortgage, indenture, lease, permit, concession, franchise or right binding upon Aon Parent or any of the Aon its other Subsidiaries is a party or by which any assets or properties of Merger Sub, Acquirer, Parent or any of its Subsidiaries is bound, (ii) result in the creation of any Lien upon any of the properties, rights or assets of Aon Merger Sub, Acquirer, Parent or any Aon of its Subsidiaries, other than Aon Permitted Liens, (iiiii) conflict with or result in any breach or violation of, or a default (with or without notice or lapse of time, or both) under, any provision of the Aon Parent Organizational Documents or any of the organizational documents of Merger Sub, Acquirer or any Aon Subsidiary of Parent or (iiiiv) conflict with or violate any Laws applicable Law or Order to Aon which Merger Sub, Acquirer, Parent or any of the Aon its other Subsidiaries or any of their respective properties or assetsassets is subject, other than in the case of the foregoing clauses (i), (ii) and (iiiiv), any such violation, breach, conflict, default, termination, modification, cancellation, revocation, suspension, limitation, right, entitlement, acceleration, right, loss or Lien that would not reasonably be expected to have, individually or in the aggregate, an Aon Acquirer Material Adverse Effect.