Authority of Buyer; Conflicts. (a) Buyer has the ----------------------------- corporate power and authority to execute, deliver and perform this Agreement and each of the Buyer Ancillary Agreements and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the Buyer Ancillary Agreements by Buyer and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite corporate action and do not require any further authorization or consent of Buyer or its stockholders. This Agreement has been duly authorized, executed and delivered by Buyer and constitutes (assuming the valid authorization, execution and delivery of this Agreement by Parent) the legal, valid and binding agreement of Buyer enforceable in accordance with its terms, and each of the Buyer Ancillary Agreements has been duly authorized by Buyer and upon execution and delivery by Buyer will be (assuming the valid authorization, execution and delivery by Parent, where a Parent is a party, or the other party or parties thereto) a legal, valid and binding obligation of Buyer enforceable against Buyer 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 Buyer; Conflicts. (a) Buyer has the corporate power and corporate authority to execute, deliver and perform this Agreement and each of the Buyer Ancillary Agreements. The execution, delivery and performance of this Agreement and the Buyer Ancillary Agreements by Buyer have been duly authorized and approved by Buyer’s board of directors and do not require any further authorization or consent of Buyer or its shareholders. This Agreement has been duly authorized, executed and delivered by Buyer and (assuming the valid authorization, execution and delivery of this Agreement by Seller) is the legal, valid and binding agreement of Buyer enforceable in accordance with its terms, and each of the Buyer Ancillary Agreements has been duly authorized by Buyer and upon execution and delivery by Buyer will be (assuming the valid authorization, execution and delivery by Seller, where a Seller is a party, and any other party or parties thereto) a legal, valid and binding obligation of Buyer enforceable in accordance with its terms, subject, in the case of this Agreement and each of the Buyer Ancillary Agreements, to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors’ rights generally and to general equity principles.
Authority of Buyer; Conflicts. (a) Buyer has the corporate power and authority to execute, deliver and perform this Agreement and each of the Buyer Ancillary Agreements. The execution, delivery and performance of this Agreement and the Buyer Ancillary Agreements by Buyer have been duly authorized and approved by Buyer’s board of directors and do not require any further authorization or consent of Buyer or its shareholders. This Agreement has been duly authorized, executed and delivered by Buyer and (assuming the valid authorization, execution and delivery of this Agreement by Aon) is the legal, valid and binding agreement of Buyer enforceable in accordance with its terms, and each of the Buyer Ancillary Agreements has been duly authorized by Buyer and upon execution and delivery by Buyer will be (assuming the valid authorization, execution and delivery by the other party or parties thereto) a legal, valid and binding obligation of Buyer enforceable 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 Buyer; Conflicts. (a) Buyer has the corporate power and authority to execute, deliver and perform this Agreement and each other agreement or certificate delivered pursuant hereto and to consummate the transactions contemplated in each such agreement. This Agreement and each other agreement or certificate delivered pursuant hereto by Buyer has been duly authorized and approved by Buyer's board of directors and do not require any further authorization or consent of Buyer or its shareholders. This Agreement and each other agreement or certificate delivered pursuant hereto has been duly authorized, executed and delivered by Buyer and (assuming the valid authorization, execution and delivery of this Agreement and each other agreement or certificate delivered pursuant hereto by Seller) each such agreement is the legal, valid and binding agreement of Buyer enforceable in accordance with its terms, subject to the Bankruptcy Exception.
Authority of Buyer; Conflicts. (a) Buyer has the corporate power and corporate authority to execute, deliver and perform this Agreement and each of the Buyer Ancillary Agreements. The execution, delivery and performance of this Agreement and the Buyer Ancillary Agreements by Buyer have been duly authorized and approved by Buyer's board of directors and do not require any further authorization or consent of Buyer or its
Authority of Buyer; Conflicts. (a) Buyer has all requisite power and authority to enter into this Agreement and the Buyer Ancillary Agreements and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement by Buyer has been duly authorized by all necessary corporate or other organizational action of Buyer and the execution, delivery and performance of each of the Buyer Ancillary Agreements by Buyer or its Affiliate that will be a party thereto have been duly authorized by all necessary corporate or other entity action of Buyer and its Affiliates. This Agreement has been duly executed and delivered by Buyer and (assuming the valid authorization, execution and delivery of this Agreement by Seller) constitutes the legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, and each of the Buyer Ancillary Agreements, upon execution and delivery by Buyer or its Affiliate that will be a party thereto, will be (assuming the valid authorization, execution and delivery by Seller or its Affiliate that is a party thereto) a legal, valid and binding obligation of Buyer or such Affiliate enforceable against it in accordance with its terms.
Authority of Buyer; Conflicts. (a) Each of Buyer and each Buyer Party has the requisite corporate power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which it is or will be a party and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and such Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby by Buyer and each Buyer Party have been duly and validly authorized and approved by all requisite corporate action on the part of Buyer and each Buyer Party. This Agreement has been duly and validly authorized, executed and delivered by Buyer, and (assuming the valid authorization, execution and delivery of this Agreement by Sellers) is the legal, valid and binding obligation of Buyer, enforceable in accordance with its terms, and each of the Ancillary Agreements to which Buyer or any Buyer Party is or will be a party has been duly and validly authorized by Buyer or such Buyer Party and no additional corporate proceedings are necessary on the part of Buyer or such Buyer Party to approve or authorize, as applicable, this Agreement and such Ancillary Agreements, upon execution and delivery by Buyer or such Buyer Party, will be (assuming the valid authorization, execution and delivery by the other party or parties thereto) a legal, valid and binding obligation of Buyer or such Buyer Party enforceable in accordance with its terms, subject in each case to the Enforceability Exceptions.
Authority of Buyer; Conflicts. (a) Buyer has the corporate power and corporate authority to execute, deliver and perform this Agreement and each of the Buyer Ancillary Agreements. The execution, delivery and performance of this Agreement and the Buyer Ancillary Agreements by Buyer have been duly authorized and approved by Buyer’s board of directors and do not require any further authorization or consent of Buyer or its stockholders. Each of this Agreement and the Buyer Ancillary Agreements has been duly authorized, executed and delivered by Buyer and (assuming the valid authorization, execution and delivery of this Agreement by Seller) is the legal, valid and binding agreement of Buyer enforceable against Buyer in accordance with its terms, subject, in the case of the Agreement and each of the Buyer Ancillary Agreements, to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors’ rights and to general equity principles.
Authority of Buyer; Conflicts. (a) Buyer has the requisite power and authority to execute, deliver and perform its obligations under this Agreement and each Buyer Ancillary Agreement. This Agreement has been duly authorized, executed and delivered by Buyer and represents (assuming the valid authorization, execution and delivery of this Agreement by Seller) the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, and each Buyer Ancillary Agreement has been duly authorized by Buyer and, upon execution and delivery by Buyer, will represent (assuming the valid authorization, execution and delivery by the other parties thereto) the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, in each case subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors’ rights and subject to general equity principles.
Authority of Buyer; Conflicts. (a) Buyer has the corporate ----------------------------- power and corporate authority to execute, deliver and perform this Agreement and each of Buyer Ancillary Agreements. The Chairman and Chief Executive Officer of Buyer will recommend that Buyer's board of directors take all necessary corporate action, at its regularly scheduled meeting to be held on June 28, 2000, to authorize, ratify and approve the execution, delivery and performance of this Agreement and the Buyer Ancillary Agreements by Buyer. Buyer has no reason to believe that Buyer's board of directors will not unanimously authorize, ratify and approve this Agreement, the Buyer Ancillary Agreements and the transactions contemplated hereby and thereby at such June 28, 2000 meeting. Upon such authorization, ratification and approval by Buyer's board of directors, the execution, delivery and performance of this Agreement and the Buyer Ancillary Agreements by Buyer will have been duly authorized, ratified and approved by Buyer's board of directors and will not require any further authorization or consent of Buyer or its stockholders. This Agreement has been duly executed and delivered by Buyer and, when Buyer's board of directors shall have authorized and approved the execution, delivery and performance of this Agreement at the June 28, 2000 meeting (assuming the valid authorization, execution and delivery of this Agreement by Seller), will be the legal, valid and binding agreement of Buyer enforceable against Buyer in accordance with its terms, and each of Buyer Ancillary Agreements, when Buyer's board of directors shall have authorized and approved the execution, delivery and performance thereof at the June 28, 2000 meeting, will have been duly authorized by Buyer and upon execution and delivery by Buyer will be (assuming the valid authorization, execution and delivery by each other party thereto) the legal, valid and binding obligation of Buyer enforceable against Buyer 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.
