Common use of No Misrepresentation or Breach of Covenants and Warranties Clause in Contracts

No Misrepresentation or Breach of Covenants and Warranties. There shall not have been any breach by Buyer in the performance of any of its covenants and agreements herein which shall not have been remedied or cured, other than breaches which would not reasonably be expected to have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby; the representations and warranties of Buyer contained in this Agreement shall be true and correct on the Closing Date as though made on the Closing Date, except for (i) changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by Aon or any transaction contemplated by this Agreement and (ii) breaches of representations and warranties which would not reasonably be expected to have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby; and there shall have been delivered to Aon a certificate to such effect, dated the Closing Date, signed on behalf of Buyer by a duly authorized officer of Buyer.

No Misrepresentation or Breach of Covenants and Warranties. There shall not have been any material breach by Buyer Aon in the performance of any of its covenants and agreements herein required by this Agreement to have been performed or complied with by Aon at or prior to the Closing which shall not have been remedied or cured, other than breaches which would not reasonably be expected to have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby; the representations and warranties of Buyer Aon contained in this Agreement (disregarding any qualification as to materiality or Material Adverse Effect) shall have been true and correct on the date hereof and shall be true and correct on the Closing Date as though made on the Closing DateDate (except to the extent that they expressly relate to an earlier date), except except, in each case, for (i) changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by Aon Buyer or any transaction contemplated permitted by this Agreement and (ii) breaches of representations and warranties which would not reasonably be expected to have a material adverse effect on Buyer’s ability to consummate the transactions contemplated herebyMaterial Adverse Effect; and there shall have been delivered to Aon Buyer a certificate to such effect, dated the Closing Date, signed on behalf of Buyer Aon by a duly authorized officer of BuyerAon.

No Misrepresentation or Breach of Covenants and Warranties. There shall not have been any breach in any material respect by Buyer any Seller in the performance of any of its covenants and agreements herein which shall not have been remedied or cured, other than breaches which would not reasonably be expected to have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby; each of the representations and warranties of Buyer Sellers contained in this Agreement (disregarding for purposes of this Section 9.1 any qualifications with respect to materiality or Material Adverse Effect) shall be true and correct on the Closing Date as though made on the Closing DateDate (except to the extent that they expressly relate to an earlier date), except for (i) any failures to be true and correct which, individually or in the aggregate, would not have a Material Adverse Effect and except for changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by Aon Buyer or any transaction contemplated permitted by this Agreement Agreement; between the date hereof and (ii) breaches of representations and warranties which would not reasonably be expected to the Closing Date, no Material Adverse Effect shall have a material adverse effect on Buyer’s ability to consummate the transactions contemplated herebyoccurred; and there shall have been delivered to Aon Buyer a certificate to such effect, dated the Closing Date, signed on behalf of Buyer each Seller by a duly authorized officer of Buyersuch Seller.

No Misrepresentation or Breach of Covenants and Warranties. (a) There shall not have been any no material breach by Buyer the Company in the performance of any of its covenants and agreements contained herein. Each of the representations and warranties of the Company contained or referred to herein shall be true and correct in all respects at the Effective Time as though made at the Effective Time (except to the extent that any such representation or warranty expressly relates to an earlier date, in which case, such representation or warranty shall not have been remedied true and correct on that date, and except that if such representation and warranty is qualified by “materiality”, “in all material respects”, “Material Adverse Effect” or curedother similar qualifications, other than breaches which such representation or warranty shall be true and correct in all respects), except for inaccuracies in such representations and warranties that, individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby; the representations and warranties of Buyer contained in this Agreement shall be true and correct on the Closing Date as though made on the Closing Date, except for (i) changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by Aon or any transaction contemplated by this Agreement and (ii) breaches of representations and warranties which would not reasonably be expected to have a material adverse effect on Buyer’s ability to consummate the transactions contemplated herebyMaterial Adverse Effect; and there shall have been delivered to Aon Parent and AcquisitionCo a certificate to such effect, dated the Closing Effective Date, signed on behalf of Buyer the Company by the Chief Executive Officer or any Senior Vice President of the Company, who is a duly appointed and duly authorized officer of Buyerthe Company.

No Misrepresentation or Breach of Covenants and Warranties. (a) (A) There shall not have been any material breach by Buyer Aon in the performance of any of its covenants and agreements herein which shall not have been remedied or cured, other than breaches which would not reasonably be expected to have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby; (B) each of the representations and warranties of Buyer Aon contained in this Agreement (disregarding any qualification as to materiality or Material Adverse Effect) shall be true and correct on the Closing Date as though made on the Closing DateDate (except to the extent that they expressly relate to an earlier date, in which case they shall be true and correct as of such date), except for (i) changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by Aon Buyer or any transaction expressly contemplated by this Agreement and (ii) breaches of representations and warranties which would not not, individually or in the aggregate, reasonably be expected to have a material adverse effect on Buyer’s ability to consummate the transactions contemplated herebyMaterial Adverse Effect; and there shall have been delivered to Aon Buyer a certificate to such effect, dated the Closing Date, signed on behalf of Buyer Aon by a duly authorized officer of BuyerAon.

No Misrepresentation or Breach of Covenants and Warranties. There shall not have been any breach by Buyer Seller in the performance of any of its covenants and agreements herein which shall not have been remedied or cured, other than breaches which would are not reasonably be expected to have a Material Adverse Effect or a material adverse effect on BuyerSeller’s ability to consummate the transactions contemplated hereby; each of the representations and warranties of Buyer Seller contained in this Agreement shall be true and correct on the Closing Date as though made on the Closing DateDate (except to the extent that they expressly relate to an earlier date), except for (i) changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by Aon Buyer or any transaction contemplated permitted by this Agreement and (ii) other than breaches of representations and warranties which would which, individually or in the aggregate, are not reasonably be expected to have a material adverse effect on Buyer’s ability to consummate the transactions contemplated herebyMaterial Adverse Effect; and there shall have been delivered to Aon Buyer a certificate to such effect, dated the Closing Date, signed on behalf of Buyer Seller by a duly authorized officer of Buyer.Seller. 41 Section 9.2

No Misrepresentation or Breach of Covenants and Warranties. There shall not have been any material breach by Buyer Aon in the performance of any of its covenants and agreements herein which shall not have been remedied or cured, cured (other than breaches which would not reasonably those required to be expected to have a material adverse effect on Buyer’s ability to consummate performed after the transactions contemplated herebyClosing Date); the representations and warranties of Buyer Aon contained in this Agreement shall be true and correct on the Closing Date as though made on the Closing DateDate (except to the extent that they expressly relate to an earlier date, in which case they shall be true and correct as of such date), except for (i) changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by Aon or any transaction contemplated by this Agreement and (ii) breaches of representations and warranties which (without giving effect to the words “material,” “materially” or the defined term Material Adverse Effect contained therein, except in the case of Section 5.6(a)), which, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on Buyer’s ability to consummate the transactions contemplated herebyMaterial Adverse Effect; and there shall have been delivered to Aon Buyer a certificate to such effect, dated the Closing Date, signed on behalf of Buyer Aon by a duly authorized officer of BuyerAon.