Common use of Authority; No Violations; Consents and Approvals Clause in Contracts

Authority; No Violations; Consents and Approvals. (i) The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the Company Shareholder Approval, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, subject, in the case of the Merger, to the Company Shareholder Approval. This Agreement has been duly executed and delivered by the Company and, subject, in the case of the Merger, to the Company Shareholder Approval, and assuming that this Agreement constitutes the valid and binding agreement of Parent and USF&G, constitutes a valid and binding obligation of the Company enforceable in accordance with its terms and conditions except that the enforcement hereof may be limited by (A) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors' rights generally and (B) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity) and (C) any ruling or action of any Governmental Entity as set forth in Section 3.1(d)(iii).

Authority; No Violations; Consents and Approvals. (i) The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the Company Shareholder ApprovalStockholder Approval (as defined in Section 4.1(c)(iii)), to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, subject, in the case if required with respect to consummation of the Merger, to the Company Shareholder Stockholder Approval. This Agreement has been duly executed and delivered by the Company and, subject, in the case if required with respect to consummation of the Merger, to the Company Shareholder Stockholder Approval, and assuming that this Agreement constitutes the valid and binding agreement of Parent and USF&GSub, constitutes a valid and binding obligation of the Company enforceable in accordance with its terms and conditions except that the enforcement hereof may be limited by (Aa) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors' rights generally and (Bb) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity) and (C) any ruling or action of any Governmental Entity as set forth in Section 3.1(d)(iii).

Authority; No Violations; Consents and Approvals. (i) The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the adoption of this Agreement by the Required Vote (as hereinafter defined) (the “Company Shareholder Stockholder Approval”), to consummate the transactions contemplated herebyperform its obligations under this Agreement. The Company’s execution and delivery of this Agreement and and, subject to the Company Stockholder Approval, the consummation of the transactions contemplated hereby by the Company have been duly authorized by all necessary corporate action on the part of the Company, subject, in the case of the Merger, to the Company Shareholder Approval. This Agreement has been duly executed and delivered by the Company and, subject, in assuming the case due execution and delivery of the Merger, to the Company Shareholder Approval, and assuming that this Agreement by Parent and Acquisition, constitutes the valid and binding agreement of Parent and USF&G, constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms and conditions except that as the enforcement hereof may be limited by (A) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws Laws now or hereafter in effect relating to creditors' ’ rights generally and (B) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity) and (C) any ruling or action of any Governmental Entity as set forth in Section 3.1(d)(iii).

Authority; No Violations; Consents and Approvals. (i) The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the adoption of this Agreement by the holders of a majority of the outstanding shares of Company Shareholder Common Stock (the "Company Stockholder Approval"), to consummate the transactions contemplated herebyby this Agreement. The Company's execution and delivery of this Agreement and and, subject to the Company Stockholder Approval, the consummation of the transactions contemplated hereby by the Company have been duly authorized by all necessary corporate action on the part of the Company, subject, in the case of the Merger, to the Company Shareholder Approval. This Agreement has been duly executed and delivered by the Company and, subjectassuming the due execution and delivery by Parent and Acquisition, in the case of the Merger, to the Company Shareholder Approval, and assuming that this Agreement constitutes the valid and binding agreement of Parent and USF&G, constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms and conditions except that as the enforcement hereof may be limited by (A) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws Laws now or hereafter in effect relating to creditors' rights generally and (B) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity) and (C) any ruling or action of any Governmental Entity as set forth in Section 3.1(d)(iii).

Authority; No Violations; Consents and Approvals. (i) The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the adoption of this Agreement by the Required Vote (the “Company Shareholder Approval”), to consummate the transactions contemplated herebyperform its obligations under this Agreement. The Company’s execution and delivery of this Agreement and and, subject to the Company Shareholder Approval, the consummation of the transactions contemplated hereby by the Company have been duly authorized by all necessary corporate action on the part of the Company, subject, in the case of the Merger, to the Company Shareholder Approval. This Agreement has been duly executed and delivered by the Company and, subject, in assuming the case due execution and delivery of the Merger, to the Company Shareholder Approval, and assuming that this Agreement by Parent and Acquisition, constitutes the valid and binding agreement of Parent and USF&G, constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms and conditions except that as the enforcement hereof may be limited by (A) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws Laws now or hereafter in effect relating to creditors' ’ rights generally and (B) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity) and (C) any ruling or action of any Governmental Entity as set forth in Section 3.1(d)(iii).

Authority; No Violations; Consents and Approvals. (i) The Company has all requisite corporate power and authority to enter into execute and deliver this Agreement, to perform its obligations hereunder and, subject to the adoption of this Agreement by the Required Vote (as hereinafter defined) (the “Company Stockholder Approval”), to consummate the Merger and the other transactions contemplated hereby. The Company’s execution and delivery of this Agreement and, subject to the Company Shareholder Stockholder Approval, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by the Company have been duly authorized by all necessary corporate action action. Except for the Company Stockholder Approval, no other corporate proceedings on the part of the Company, subject, in Company are necessary to authorize this Agreement or to consummate the case of the Merger, to the Company Shareholder Approvaltransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and, subject, in assuming the case due execution and delivery of the Merger, to the Company Shareholder Approval, and assuming that this Agreement constitutes the valid and binding agreement of by Parent and USF&GAcquisition, constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms and conditions except that as the enforcement hereof may be limited by (A) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws Laws now or hereafter in effect relating to creditors' ’ rights generally and (B) general principles of equity (regardless of whether enforceability is considered in a proceeding at law Law or in equity) and (C) any ruling or action of any Governmental Entity as set forth in Section 3.1(d)(iii).

Authority; No Violations; Consents and Approvals. (i) The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the adoption of this Agreement by the holders of a majority of the outstanding shares of Company Shareholder ApprovalCommon Stock (the "COMPANY STOCKHOLDER APPROVAL"), to consummate the transactions contemplated herebyby this Agreement. The Company's execution and delivery of this Agreement and and, subject to the Company Stockholder Approval, the consummation of the transactions contemplated hereby by the Company have been duly authorized by all necessary corporate action on the part of the Company, subject, in the case of the Merger, to the Company Shareholder Approval. This Agreement has been duly executed and delivered by the Company and, subject, in assuming the case due execution and delivery of the Merger, to the Company Shareholder Approval, and assuming that this Agreement by Parent and Acquisition, constitutes the valid and binding agreement of Parent and USF&G, constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms and conditions except that as the enforcement hereof may be limited by (A) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws Laws now or hereafter in effect relating to creditors' rights generally and (B) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity) and (C) any ruling or action of any Governmental Entity as set forth in Section 3.1(d)(iii).