any U.S. federal or New York authorities; (vii) any major disruption of settlements of securities, payment, or clearance services in the United States or any other country where such securities are listed; or (viii) any attack on, outbreak or escalation of hostilities or act of terrorism involving the United States, any declaration of war by Congress or any other national or international calamity or emergency if, in the judgment of the Representatives, the effect of any such attack, outbreak, escalation, act, declaration, calamity or emergency is such as to make it impractical or inadvisable to market the Securities or to enforce contracts for the sale of the Securities.
(d) Opinion of Counsel to the Issuers. The Representatives shall have received an opinion, dated the Closing Date, of the Counsel to the Issuers, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Exhibit D hereto.
(e) Opinion of Special U.K. Counsel for the Co-Issuer and AGL, Opinion of Special U.S. Counsel for the Issuers and the Guarantors and Opinion of Special Irish Counsel for Aon plc. The Representatives shall have received an opinion, dated the Closing Date, of Freshfields Bruckhaus Deringer LLP, special U.K. counsel to the Co-Issuer and AGL, an opinion dated the Closing Date, of Sidley Austin LLP, special U.S. counsel to the Issuers and the Guarantors and an opinion, dated the Closing Date, of Matheson, special Irish counsel to Aon plc, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Exhibit E hereto.
(f) Opinion and Disclosure Letter of Counsel for Underwriters. The Representatives shall have received from Davis Polk & Wardwell LLP, counsel for the Underwriters, an opinion and a disclosure letter, dated the Closing Date, with respect to such matters as the Representatives may reasonably require, and the Issuers shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters.
(g) Officers Certificate. The Representatives shall have received a certificate, dated the Closing Date, of an executive officer of the Issuers and the Guarantors and a principal financial or accounting officer or treasurer of the Issuers and the Guarantors in which such officers shall state that: the representations and warranties of the Issuers and the Guarantors in clauses (a), (c), (d), (e), (f), (j), (k), (m), (p), (v) and (y) of Section 2 of this Agreement are true and correct in all material respects; the representations and warranties of the Issuers and the Guarantors in clauses (b), (g), (h), (i), (j), (l), (n), (o), (q), (r), (s), (t), (u), (w), (x), (z), (aa), (bb), (cc), (dd) and (ee) of Section 2 of this Agreement are true and correct; the Issuers and the Guarantors have complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or, to the best of their knowledge and after reasonable investigation, are contemplated by the Commission; and, subsequent to the dates of the most recent financial statements in the General Disclosure Package, there has been no material adverse change, nor any development or event involving a prospective material adverse change, in the financial condition, results of operations, business or properties of the Issuers, Guarantors and their respective subsidiaries taken as a whole except as set forth in the General Disclosure Package or as described in such certificate.
The Issuers and the Guarantors will furnish the Representatives with such conformed copies of such opinions, certificates, letters and documents as the Representatives may reasonably request. The Representatives may in their sole discretion waive on behalf of the Underwriters compliance with any conditions to the obligations of the Underwriters hereunder.
8. Indemnification and Contribution. (a) Indemnification of Underwriters. The Issuers and the Guarantors will jointly and severally indemnify and hold harmless each Underwriter, its partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an Indemnified Party), against any and all losses, claims, damages or liabilities, joint or several, to which such Indemnified Party may become subject, under the Securities Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as