AGREEMENT.
Section 4.4
Aon's Closing Date Deliveries. Subject to fulfillment or
waiver (where permissible) of the conditions set forth in Article X, at the
Closing Aon shall deliver (or cause to be delivered) to Buyer all of the
following:
(A)
CERTIFICATE OF THE SECRETARY OR AN ASSISTANT SECRETARY OF AON AND
ASC, DATED THE CLOSING DATE, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO
BUYER, AS TO (I) THE CHARTER OF AON AND ASC; (II) THE BY-LAWS OF AON AND ASC;
(III) THE RESOLUTIONS OF THE BOARD OF DIRECTORS OF AON AND ASC AUTHORIZING THE
EXECUTION AND PERFORMANCE OF THIS AGREEMENT, ANY SELLER ANCILLARY AGREEMENT TO
WHICH AON OR ASC IS A PARTY AND THE TRANSACTIONS CONTEMPLATED HEREBY AND
THEREBY; AND (IV) INCUMBENCY AND SIGNATURES OF THE OFFICERS OF AON AND ASC
EXECUTING THIS AGREEMENT AND ANY SELLER ANCILLARY AGREEMENT;
(B)
STOCK CERTIFICATES REPRESENTING ALL OF THE SHARES, DULY EXECUTED
IN BLANK OR ACCOMPANIED BY DULY EXECUTED INSTRUMENTS OF TRANSFER;
(C)
THE TRANSITION SERVICES AGREEMENT (SELLER AS SERVICE PROVIDER),
DULY EXECUTED BY ASC, THE TRANSITION SERVICES AGREEMENT (BUYER AS SERVICE
PROVIDER), DULY EXECUTED BY COMBINED, AND THE REAL ESTATE AGREEMENTS, DULY
EXECUTED BY THE APPLICABLE PARTIES THERETO;
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(D)
EACH OF THE FACILITATING TRANSACTIONS AGREEMENTS REQUIRED TO BE
COMPLETED AS OF THE CLOSING, IN EACH CASE DULY EXECUTED BY THE APPLICABLE
PARTIES THERETO;
(E)
ANY CONSENTS, WAIVERS OR APPROVALS THAT MAY BE OBTAINED BY AON
WITH RESPECT TO THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT;
(F)
EVIDENCE OF THE TERMINATION AND FULL SATISFACTION AND DISCHARGE
OF ANY LIABILITIES AND OBLIGATIONS UNDER OF EACH OF THE AGREEMENTS GIVING RISE
TO ANY INDEBTEDNESS IDENTIFIED IN ITEMS 1 AND 5 OF SCHEDULE 5.27, AND OF THE
AGREEMENTS IDENTIFIED IN ITEM (VII) OF SCHEDULE 5.7 WITH RESPECT TO THE
COMPANIES;
(G)
THE CERTIFICATES CONTEMPLATED BY SECTIONS 9.1 AND 9.7, DULY
EXECUTED BY A DULY AUTHORIZED OFFICER OF AON; AND
(H)
THE WRITTEN RESIGNATIONS OF THE DIRECTORS OF THE COMPANIES THAT
ARE EMPLOYEES OF AON AND ITS AFFILIATES (OTHER THAN THE COMPANIES).
Section 4.5
Determination of the Net Worth Adjustment Amount. On or
before 60 days following the Closing Date, Aon shall prepare and deliver to
Buyer a report (the "Net Worth Adjustment Report") setting forth Aon's
computation of the Closing Date Net Worth. Buyers shall reasonably assist Aon in
the preparation of the Net Worth Adjustment Report and shall provide Aon
reasonable access during normal business hours, upon reasonable advance notice
to the relevant personnel, books and records of the Companies for such purpose.
(A)
AFTER DELIVERY OF THE NET WORTH ADJUSTMENT REPORT TO BUYER, BUYER
AND/OR A FIRM OF INDEPENDENT PUBLIC ACCOUNTANTS DESIGNATED BY BUYER ("BUYER'S
ACCOUNTANT") WILL BE ENTITLED TO REASONABLE ACCESS DURING NORMAL BUSINESS HOURS
UPON REASONABLE ADVANCE NOTICE TO THE RELEVANT PERSONNEL, RECORDS AND WORKING
PAPERS OF AON AND ITS ACCOUNTANTS TO AID IN THEIR REVIEW OF THE NET WORTH
ADJUSTMENT REPORT. THE NET WORTH ADJUSTMENT REPORT WILL BE DEEMED TO BE ACCEPTED
BY AND SHALL BE CONCLUSIVE