Common use of Authority; Conflicts Clause in Contracts

Authority; Conflicts. (a) Except as set forth on Schedule 3.2(a), Seller has the requisite corporate power and authority and has taken all corporate action necessary to execute and deliver this Agreement and the Seller Ancillary Agreements, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement, the Seller Ancillary Agreements and all other instruments and agreements to be executed and delivered by Seller as contemplated hereby and thereby, and the consummation by Seller of the transactions contemplated hereby and thereby, have been duly authorized and approved by the board of directors of Seller. No other corporate action on the part of Seller is necessary to authorize the execution, delivery and performance of this Agreement or the Seller Ancillary Agreements by Seller and the consummation of the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by Seller and (assuming the valid authorization, execution and delivery by Purchaser) constitutes a valid and binding obligation of Seller enforceable against Seller in accordance with its terms, and the Seller Ancillary Agreements and all other instruments and agreements to be executed and delivered by Seller as contemplated hereby, upon execution and delivery by Seller (assuming the valid authorization, execution and delivery by the other parties thereto) will constitute valid and binding obligations of Seller enforceable against Seller in accordance with their terms, in each case except to the extent that their enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles.

Authority; Conflicts. (a) Except as set forth on Schedule 3.2(a), Seller Purchaser has the requisite corporate power and authority and has taken all corporate action necessary to execute and deliver this Agreement and the Seller Purchaser Ancillary Agreements, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement, the Seller Purchaser Ancillary Agreements and all other instruments and agreements to be executed and delivered by Seller Purchaser as contemplated hereby and thereby, and the consummation by Seller Purchaser of the transactions contemplated hereby and thereby, have been duly authorized and approved by the board of directors of SellerPurchaser. No other corporate action on the part of Seller Purchaser is necessary to authorize the execution, delivery and performance of this Agreement or the Seller Purchaser Ancillary Agreements by Seller Purchaser and the consummation of the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by Seller Purchaser and (assuming the valid authorization, execution and delivery by PurchaserSeller) constitutes a valid and binding obligation of Seller Purchaser enforceable against Seller Purchaser in accordance with its terms, and the Seller Purchaser Ancillary Agreements and all other instruments and agreements to be executed and delivered by Seller Purchaser as contemplated hereby, upon execution and delivery by Seller Purchaser (assuming the valid authorization, execution and delivery by the other parties thereto) will constitute valid and binding obligations of Seller Purchaser enforceable against Seller Purchaser in accordance with their terms, in each case except to the extent that their enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles.

Authority; Conflicts. (a) Except as set forth on Schedule 3.2(a)Each of Seller, HFSG and each Seller Party has the requisite corporate full power and authority and has taken all corporate action necessary to execute and deliver this Agreement and each of the Seller Ancillary Agreements, 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, the Seller Agreement and such Ancillary Agreements and all other instruments and agreements to be executed and delivered by Seller as contemplated hereby and thereby, and the consummation by Seller of the transactions contemplated hereby and therebythereby by Seller, HFSG and each Seller Party have been duly and validly authorized and approved by the board of directors of Seller. No all requisite corporate or other corporate similar action on the part of Seller, HFSG and each Seller Party and, in the case of HFSG, no action by its stockholders is necessary to authorize required in connection with the execution, delivery and performance of this Agreement or the Seller and such Ancillary Agreements by Seller and the consummation of the transactions contemplated hereby and therebythereby by Seller, HFSG and each Seller Party. Hartford Financial Services, LLC has duly and validly obtained all required board and member approvals necessary to transfer the Transferred Equity Interests to Buyer at the Closing. This Agreement has been duly and validly authorized, executed and delivered by Seller and HFSG, and (assuming the valid authorization, execution and delivery of this Agreement by PurchaserBuyer) constitutes a is the legal, valid and binding obligation of Seller and HFSG, enforceable against Seller in accordance with its terms, and each of the Seller Ancillary Agreements to which Seller or any Seller Party is or will be a party has been duly and all other instruments and agreements to be executed and delivered validly authorized by Seller as contemplated herebyor such Seller Party and, upon execution and delivery by Seller or such Seller Party, will be (assuming the valid authorization, execution and delivery by the other party or parties theretothereto who are not Affiliates of Seller) will constitute a legal, valid and binding obligations obligation of Seller or such Seller Party enforceable against Seller in accordance with their its terms, subject in each case except to the extent that their enforceability may be subject to applicable bankruptcy, reorganization, insolvency, reorganizationmoratorium, moratorium rehabilitation, liquidation, fraudulent conveyance and similar laws relating to or other similar Laws affecting the enforcement of creditors’ rights generally and by to general equitable principlesequity principles (regardless of whether enforceability is considered in a proceeding in equity or at law) (such exceptions, the “Enforceability Exceptions”).