if a negative amount, minus the
absolute value of) the Estimated Net Worth Adjustment Amount (the "Preliminary
Purchase Price"), by wire transfer of immediately available funds to the bank
account or accounts specified by Aon in accordance with paragraph (b) hereof.
(B)
NOT LESS THAN FIVE (5) BUSINESS DAYS PRIOR TO THE CLOSING DATE,
AON SHALL PREPARE AND DELIVER TO BUYER (I) AON'S ESTIMATE OF CLOSING DATE NET
WORTH ("ESTIMATED CLOSING DATE NET WORTH") AND (II) THE AMOUNT OF THE
PRELIMINARY PURCHASE PRICE CALCULATED BASED THEREUPON AND THE WIRE TRANSFER
INSTRUCTIONS FOR AON.
(C)
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN THE
EVENT THAT BUYER DELIVERS A WRITTEN NOTICE TO AON NOT LESS THAN TWO (2) BUSINESS
DAYS PRIOR TO THE CLOSING DATE OF ITS GOOD FAITH DISAGREEMENT WITH AON'S
CALCULATION OF THE ESTIMATED CLOSING DATE NET WORTH AND AON AND BUYER FAIL TO
RESOLVE SUCH OBJECTIONS PRIOR TO THE CLOSING DATE, THE ESTIMATED CLOSING DATE
NET WORTH SHALL BE DETERMINED AS FOLLOWS:
(I) IF THE ESTIMATED CLOSING DATE NET
WORTH CALCULATED BY EACH OF BUYER AND AON EXCEEDS $420,011,470, THE ESTIMATED
CLOSING DATE NET WORTH SHALL BE DEEMED TO BE EQUAL TO THE SMALLER OF SUCH
AMOUNTS, (II) IF THE ESTIMATED CLOSING DATE NET WORTH CALCULATED BY EACH OF
BUYER AND AON IS LESS THAN $420,011,470, THE ESTIMATED CLOSING DATE NET WORTH
SHALL BE
16
deemed to be equal to the greater of such amounts and (iii) in all other cases,
the Estimated Closing Date Net Worth shall be deemed to be equal to $420,011,470
(and the corresponding Estimated Net Worth Adjustment Amount equal to zero).
Section 4.3
Buyer's Additional Closing Date Deliveries. Subject to
fulfillment or waiver (where permissible) of the conditions set forth in
Article IX, at the Closing Buyer shall deliver to Aon, in addition to the
Preliminary Purchase Price, all of the following:
(A)
CERTIFICATE OF THE SECRETARY OR AN ASSISTANT SECRETARY OF BUYER,
DATED THE CLOSING DATE, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO AON, AS
TO (I) THE CHARTER OF BUYER; (II) THE BY-LAWS OF BUYER; (III) THE RESOLUTIONS OF
THE BOARD OF DIRECTORS OF BUYER AUTHORIZING THE EXECUTION AND PERFORMANCE OF
THIS AGREEMENT, ANY BUYER ANCILLARY AGREEMENT AND THE TRANSACTIONS CONTEMPLATED
HEREBY AND THEREBY; AND (IV) INCUMBENCY AND SIGNATURES OF THE OFFICERS OF BUYER
EXECUTING THIS AGREEMENT AND ANY BUYER ANCILLARY AGREEMENT;
(B)
THE TRANSITION SERVICES AGREEMENT (SELLER AS SERVICE PROVIDER) AND
THE TRANSITION SERVICES AGREEMENT (BUYER AS SERVICE PROVIDER), IN EACH CASE DULY
EXECUTED BY BUYER;
(C)
THE CERTIFICATE CONTEMPLATED BY SECTION 10.1, DULY EXECUTED BY A
DULY AUTHORIZED OFFICER OF BUYER;
(D)
THE JOINDER AGREEMENT IN THE FORM OF EXHIBIT D, DULY EXECUTED BY
EACH OF THE PARENT ENTITIES AND EACH OF THE SUBSIDIARIES IN EACH CASE TO THE
EXTENT THAT SUCH PERSONS ARE BOTH INCORPORATED IN THE UNITED STATES AND ARE NOT
UNDERWRITING COMPANIES; AND
(E)
ANY CONSENTS AND APPROVALS THAT MAY BE OBTAINED BY BUYER WITH
RESPECT TO THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS