Organization, Good Standing, Power, Authority, Etc. Aon is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Aon has the full corporate power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement. Aon has taken all action required by law, its Certificate of Incorporation, its by-laws or otherwise required to be taken by it to authorize the execution, delivery and performance by it of this Agreement. This Agreement is a valid and binding obligation of Aon, enforceable in accordance with its 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.
Organization, Good Standing, Power, Authority, Etc. Each of RCBA and Purchaser has the full power and authority to execute and deliver this Agreement and the Registration Rights Agreement, and to perform its obligations under this Agreement and the Registration Rights Agreement. Each of RCBA and Purchaser 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 Registration Rights Agreement and the consummation of the transactions contemplated to be performed by it hereby and thereby. Each of this Agreement and the Registration Rights Agreement is a valid and binding agreement of RCBA and Purchaser, enforceable in accordance with its respective 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 and except to the extent that rights to indemnity and contribution may be limited by federal or state securities laws or policies underlying such laws.
Organization, Good Standing, Power, Authority, Etc. Each of Seller -------------------------------------------------- and the Subsidiaries (a) is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, (b) has all requisite corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold and operate its properties and to carry on its business as now being conducted and (c) is duly qualified to do business and in good standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary, except, in the case of clause (b) or (c) above, where the failure to have such power or authority, to possess such franchises, licenses, permits, authorizations or approvals or to be so qualified or in good standing, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on Seller.
Organization, Good Standing, Power, Authority, Etc. Each Purchaser is validly organized and existing and in good standing under the laws of its jurisdiction of organization and has the full power and authority to execute and deliver this Agreement and each of the other Transaction Documents and to perform its obligations under this Agreement. Each Purchaser has taken all action required by law, its organizational documents or otherwise required to be taken by it to authorize the execution and delivery of this Agreement and the other Investment Agreements to which it is a party and the consummation of the transactions contemplated to be performed by it hereby and thereby. This Agreement is a valid and binding agreement of each Purchaser, enforceable against each Purchaser in accordance with its terms.
Organization, Good Standing, Power, Authority, Etc. Seller and each of its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation. Seller has the full corporate power and authority to execute and deliver this Agreement and each other Transaction Document and to perform its obligations under this Agreement and each other Transaction Document. Seller has taken all action required by law, its Articles of Organization, its by-laws or otherwise required to be taken by it to authorize the execution, delivery and performance by it of this Agreement and each other Transaction Document. This Agreement is, and after the Closing each other Transaction Document will be, a valid and binding obligation of Seller, enforceable in accordance with its respective 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 and except that rights to indemnity and contribution may be limited by federal or state securities laws or policies underlying such laws. True and complete copies of the Articles of Organization and bylaws of Seller as in effect on the date hereof are attached as Exhibit 5.1 hereto.
Organization, Good Standing, Power, Authority, Etc. Purchaser is a -------------------------------------------------- limited partnership duly organized, validly existing and in good standing under the laws of its jurisdiction of organization.
Organization, Good Standing, Power, Authority, Etc. ACGL is a corporation duly formed and registered, validly existing and in good standing under the laws of Bermuda and has the corporate power and authority to own, lease and operate its properties and to conduct its business as currently owned, leased and conducted. ACGL has the corporate power and authority to execute and deliver, and to perform its obligations under, this Agreement and to perform its obligations under this Agreement and each such Transaction Document. ACGL has taken all action required by law, its charter or partnership agreement or otherwise required to be taken by it to authorize the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated to be performed by it hereunder. This Agreement is a valid and binding agreement of ACGL, enforceable in accordance with its terms.
Organization, Good Standing, Power, Authority, Etc. Such Purchaser is validly organized and existing and in good standing under the laws of its jurisdiction of organization and has full power and authority to execute and deliver each of the Transaction Documents to which such Purchaser is a party, and to perform its obligations hereunder or thereunder. Such Purchaser has taken all necessary corporate or other organizational action in order to authorize the execution and delivery of each of the Transaction Documents to which such Purchaser is a party and the consummation of the transactions contemplated hereby or thereby, and each such agreement is a valid and binding obligation of such Purchaser, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, similar laws affecting creditors’ rights generally or general principles of equity.
