Representations and Warranties of AIG. Except as Previously Disclosed, AIG represents and warrants to the FRBNY, the UST and the Trust that as of the date hereof and as of the Closing Date:
Representations and Warranties of AIG. AIG hereby represents and warrants to the Company as follows:
Representations and Warranties of AIG. AIG hereby represents and warrants to Aon:
a. Organization, Good Standing, Power, Authority, Etc. AIG is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. AIG has the full power and authority to execute and deliver this Agreement. AIG has taken all action required by law, its charter, its by-laws or otherwise required to be taken by it to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated to be performed by it hereby. This Agreement is a valid and binding agreement of AIG, enforceable in accordance with terms, except that such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights and general principles of equity.
Representations and Warranties of AIG. Each of AIG and AHAC hereby represents and warrants, severally and not jointly, to TRH as follows:
Representations and Warranties of AIG. AIG represents and warrants to the Company and Mr. Xxxxx xxxt:
Representations and Warranties of AIG. Section 5.01. Incorporation and Authority of AIG and AHAC................ 37 Section 5.02. Enforceability............................................. 37 Section 5.03. Consents and Approvals..................................... 38 Section 5.04. Non-Contravention.......................................... 38 Section 5.05. Disclaimer................................................. 38
Representations and Warranties of AIG. Except as set forth in the corresponding sections or subsections of the AIG Disclosure Schedule, AIG solely as to itself, represents and warrants to Purchaser on and as of the date hereof, as follows:
(a) AIG is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all corporate power and authority required to enter into, consummate the transactions contemplated by and carry out its obligations under, each of the Transaction Documents to which it is a party. The execution, delivery and performance of each of the Transaction Documents to which it is a party has been duly authorized by all necessary corporate action on the part of AIG. This Agreement has been duly and validly executed and delivered by AIG to the Purchaser and, assuming due authorization, execution and delivery by the Purchaser, constitutes the valid and legally binding obligations of AIG, enforceable in accordance with its terms, subject to the Enforceability Exceptions.
(b) Provided that all consents, approvals, authorizations and other actions described in Section 3.2 have been obtained or taken, except as otherwise provided in this Section 7.9 and except as may result from any facts or circumstances relating to the identity or regulatory status of the Purchaser or its Affiliates, the execution and delivery by AIG of, and the consummation by AIG of the transactions contemplated by, the Transaction Documents to which it is a party do not and will not (a) violate or conflict with the organizational documents of AIG, (b) subject to the Governmental Approvals referred to in Section 3.2, conflict with or violate any Law or other Governmental Order applicable to AIG or by which it or any of its properties or assets is bound or subject, except, in the case of clause (b), for any such conflicts or violations that, individually or in the aggregate, would not reasonably be expected to have an AIG Material Adverse Effect.
(c) except as may result from any facts or circumstances solely relating to the identity or regulatory status of Purchaser or its Affiliates and except as set forth on Schedule 7.9(c) hereto, do not require any Governmental Approval, to be obtained or made by AIG, except for any Governmental Approvals the failure to obtain or make which, individually or in the aggregate, would not reasonably be expected to have an AIG Material Adverse Effect.
Representations and Warranties of AIG. Section 5.01. Organization, Authority and Significant Subsidiaries. .................. 38 Section 5.02. Capitalization................................................................................. 38 Section 5.03. AIG Common Stock Issued in the Recapitalization; Series G Preferred Stock .............................................................................. 39 Section 5.04. Warrants. ....................................................................................... 40 ii (NY) 07865/002/RECAPITALIZATION/Master.Transaction.Agt.doc
Representations and Warranties of AIG. Section 5.01. Incorporation and Authority of AIG and AHAC 37 Section 5.02. Enforceability 37 Section 5.03. Consents and Approvals 38 Section 5.04. Non-Contravention 38 Section 5.05. Disclaimer 38
Representations and Warranties of AIG. AIG represents to the Buyer that:
