REPRESENTATIONS AND WARRANTIES OF AON. Except as disclosed in the Aon SEC Documents filed with the SEC since January 1, 2018 (including exhibits and other information incorporated by reference therein) and publicly available at least two calendar days prior to the date hereof (but excluding any forward looking disclosures set forth in any “risk factors” section, any disclosures in any “forward looking statements” section and any other disclosures included therein to the extent they are predictive or forward-looking in nature) or in the applicable Section of the disclosure letter delivered by Aon to WTW immediately prior to the execution of this Agreement (the “Aon Disclosure Letter”) (it being agreed that disclosure of any item in any Section of the Aon Disclosure Letter shall be deemed disclosure with respect to any other Section of this Agreement to which the relevance of such item is reasonably apparent on its face), Aon represents and warrants to WTW as set forth below. Solely for purposes of this Article VI, upon consummation of the Required Assignment, all references to Aon shall, be deemed to be references to “Aon Ireland and/or Aon UK”, as applicable.
REPRESENTATIONS AND WARRANTIES OF AON. Aon hereby represents and warrants to AIG:
REPRESENTATIONS AND WARRANTIES OF AON. As an inducement to Buyer to enter into this Agreement and to consummate the transactions contemplated hereby, Aon represents and warrants to Buyer as follows:
REPRESENTATIONS AND WARRANTIES OF AON. Section 5.1 Organization of the Companies and the Subsidiaries 13 Section 5.2 Capital Structure of the Companies and the Subsidiaries 14 Section 5.3 Subsidiaries and Investments 14 Section 5.4 Authority of Aon; Conflicts 15 Section 5.5 Financial Statements 16 Section 5.6 Operations Since Balance Sheet Date 16 Section 5.7 Taxes 18 Section 5.8 Governmental Permits 19 Section 5.9 Real Property 20 Section 5.10 Personal Property Leases 20 Section 5.11 Intellectual Property 20 Section 5.12 Title to Tangible Property 21 Section 5.13 No Violation, Litigation or Regulatory Action 22 Section 5.14 Contracts 22 Section 5.15 Status of Contracts 23 Section 5.16 ERISA 24 Section 5.17 Environmental Matters 25 Section 5.18 Employee Relations and Agreements 25 Section 5.19 No Undisclosed Liabilities 26 Section 5.20 Sufficiency of Assets 26 Section 5.21 Insurance 27 Section 5.22 Regulatory Filings 27 Section 5.23 Reinsurance Agreements 27 Section 5.24 Insurance Matters 27 Section 5.25 Medicare Advantage 29 Section 5.26 No Brokers 29 ARTICLE VI
REPRESENTATIONS AND WARRANTIES OF AON. As an inducement to Buyer to enter into this Agreement and to consummate the transactions contemplated hereby, Aon represents and warrants to Buyer as of the date hereof and as of the Closing Date as follows:
