Common use of Authority Relative to Agreements Clause in Contracts

Authority Relative to Agreements. (a) PICM has the requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by PICM and the consummation by PICM of the PICM Merger and the transactions contemplated hereby have been duly authorized by the Board of Directors of PICM and, except for the approval of its stockholders as set forth in Section 7.6(a) hereof, no other corporate proceedings on the part of PICM are necessary to authorize this Agreement and the transactions contemplated hereby. This Agreement has been duly executed and delivered by PICM and (assuming due authorization, execution and delivery by MAI and the receipt of all requisite regulatory approvals) constitutes a valid and binding obligation of PICM, enforceable against PICM in accordance with its terms except to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other laws affecting the enforcement of creditors' rights generally or by general equitable principles. (b) Except as set forth in Section 5.5 of the PICM Disclosure Schedule, neither the execution and delivery of this Agreement by PICM nor the consummation of the transactions contemplated hereby nor compliance by PICM with any of the provisions hereof will (i) violate, conflict with, or result in a breach of any provision of, or constitute a default under, or result in the termination of, or accelerate the performance required by, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of PICM or any of the PICM Subsidiaries under, any of the terms, conditions or 20 provisions of (x) their respective charters or bylaws or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which PICM or any of the PICM Subsidiaries is a party or to which they or any of their respective properties or assets may be subject, or (ii) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to PICM and the PICM Subsidiaries or any of their respective properties or assets, except, in the case of each of clauses (i) and (ii) above, for such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens, security interests, charges or encumbrances, which, in the aggregate, would not have any material adverse effect on the business, results of operations, or financial condition of PICM and the PICM Subsidiaries taken as a whole. (c) Other than in connection with or in compliance with the provisions of the Michigan, Illinois and Indiana Insurance Codes and the Hart-Xxxxx-Xxxxxx Xxx, and the federal and applicable state securities laws (including those described in Section 7 of this Agreement), no notice to, filing with, or authorization, consent or approval of, any domestic public body or government authority is necessary for the consummation by PICM of the transactions contemplated by this Agreement, except where failure to give such notices, make such filings, or obtain authorizations, consents or approvals would, in the aggregate, not have a material adverse effect on the business, results of operations, financial condition or prospects of PICM and the PICM Subsidiaries taken as a whole.

Authority Relative to Agreements. (a) PICM Subject to the Bankruptcy Court's entry of the Sale Order, Seller has the requisite corporate power and authority to enter into this Agreement and the other agreements to perform which Seller is a party contemplated hereby and to carry out its obligations hereunderhereunder and thereunder. The execution and delivery of this Agreement and the other agreements to which Seller is a party contemplated hereby by PICM Seller and the consummation by PICM of the PICM Merger and the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of PICM and, except for the approval of its stockholders as set forth in Section 7.6(a) hereof, no other corporate proceedings all necessary action on the part of PICM are necessary Seller and its stockholders and, prior to authorize the Closing Date, will be duly authorized by the Bankruptcy Court. Following the approval of this Agreement and the transactions other agreements to which Seller is a party contemplated hereby. This hereby by the Bankruptcy Court pursuant to the Sale Order, each of this Agreement has and the other agreements to which Seller is a party contemplated hereby will have been duly and validly executed and delivered by PICM and (Seller and, assuming the due authorization, execution execution, and delivery of this Agreement and such other agreements by MAI and the receipt of all requisite regulatory approvals) constitutes a valid other parties thereto, will constitute the legal, valid, and binding obligation of PICM, Seller enforceable against PICM in accordance with its terms terms, except to the extent that (i) as enforcement may be, after Seller's emergence from its enforceability may be pending bankruptcy, limited by applicable bankruptcy, insolvency, reorganization or other laws similar Laws affecting the enforcement of creditors' rights generally or by general equitable principles. (b) Except as set forth in Section 5.5 of the PICM Disclosure Schedulegenerally, neither the execution and delivery of this Agreement by PICM nor the consummation of the transactions contemplated hereby nor compliance by PICM with any of the provisions hereof will (i) violate, conflict with, or result in a breach of any provision of, or constitute a default under, or result in the termination of, or accelerate the performance required by, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of PICM or any of the PICM Subsidiaries under, any of the terms, conditions or 20 provisions of (x) their respective charters or bylaws or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which PICM or any of the PICM Subsidiaries is a party or to which they or any of their respective properties or assets may be subject, or (ii) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to PICM and the PICM Subsidiaries or any of their respective properties or assets, except, in the case of each of clauses (i) and (ii) abovethat the availability of equitable remedies, for such violationsincluding specific performance, conflicts, breaches, defaults, terminations, accelerations or creations of liens, security interests, charges or encumbrances, which, in is subject to the aggregate, would not have any material adverse effect on the business, results of operations, or financial condition of PICM and the PICM Subsidiaries taken as a whole. (c) Other than in connection with or in compliance with the provisions discretion of the Michigan, Illinois and Indiana Insurance Codes and the Hart-Xxxxx-Xxxxxx Xxx, and the federal and applicable state securities laws (including those described in Section 7 of this Agreement), no notice to, filing with, or authorization, consent or approval of, court before which any domestic public body or government authority is necessary for the consummation by PICM of the transactions contemplated by this Agreement, except where failure to give such notices, make such filings, or obtain authorizations, consents or approvals would, in the aggregate, not have a material adverse effect on the business, results of operations, financial condition or prospects of PICM and the PICM Subsidiaries taken as a wholeproceeding therefor may be brought.

Authority Relative to Agreements. (a) PICM The Purchaser has the requisite corporate all necessary power and authority for such entity to enter into execute and deliver this Agreement and the Registration Rights Agreement, to perform its obligations hereunderhereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution execution, delivery and delivery performance of this 40 34 Agreement by PICM the Purchaser, and the consummation by PICM the Purchaser of the PICM Merger and the transactions contemplated hereby hereby, have been duly authorized by the Board of Directors of PICM and, except for the approval of its stockholders as set forth in Section 7.6(a) hereof, Purchaser and no other corporate or other proceedings on the part of PICM the Purchaser are necessary to authorize this Agreement and the consummation by the Purchaser of such transactions (including without limitation, the amendment to the Certificate of Incorporation of the Purchaser by the Certificate of Designation). The execution, delivery and performance of the Registration Rights Agreement by the Purchaser and the consummation by the Purchaser of the transactions contemplated herebythereby have been duly authorized by all necessary corporate action by the Purchaser. This Agreement has been duly executed and delivered by PICM and (the Purchaser and, assuming due authorization, execution and delivery by MAI and the receipt of all requisite regulatory approvals) other parties hereto, constitutes a legal, valid and binding obligation of PICMthe Purchaser, enforceable against PICM the Purchaser in accordance with its terms except to the extent that its as enforceability may be limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium and other similar laws relating to or other laws affecting the enforcement of creditors' rights generally or generally, by general equitable principles. principles (bregardless of whether such enforceability is considered in a proceeding in equity or at law) Except as set forth in Section 5.5 or by an implied covenant of good faith and fair dealing. On the PICM Disclosure ScheduleClosing Date, neither the Registration Rights Agreement will be validly executed and delivered by the Purchaser and, assuming the due authorization, execution and delivery of this Agreement hereof by PICM nor the consummation Fund constitute a legal, valid and binding obligation of the transactions contemplated hereby nor compliance Purchaser, enforceable against the Purchaser in accordance with its terms, except as enforceability may be limited by PICM with any bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, by general equitable principles (regardless of the provisions hereof will (i) violate, conflict with, or result whether such enforceability is considered in a breach proceeding in equity or at law) or by an implied covenant of any provision of, or constitute a default under, or result in the termination of, or accelerate the performance required by, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of PICM or any of the PICM Subsidiaries under, any of the terms, conditions or 20 provisions of (x) their respective charters or bylaws or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which PICM or any of the PICM Subsidiaries is a party or to which they or any of their respective properties or assets may be subject, or (ii) subject to compliance with the statutes good faith and regulations referred to in the next paragraph, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to PICM and the PICM Subsidiaries or any of their respective properties or assets, except, in the case of each of clauses (i) and (ii) above, for such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens, security interests, charges or encumbrances, which, in the aggregate, would not have any material adverse effect on the business, results of operations, or financial condition of PICM and the PICM Subsidiaries taken as a wholefair dealing. (c) Other than in connection with or in compliance with the provisions of the Michigan, Illinois and Indiana Insurance Codes and the Hart-Xxxxx-Xxxxxx Xxx, and the federal and applicable state securities laws (including those described in Section 7 of this Agreement), no notice to, filing with, or authorization, consent or approval of, any domestic public body or government authority is necessary for the consummation by PICM of the transactions contemplated by this Agreement, except where failure to give such notices, make such filings, or obtain authorizations, consents or approvals would, in the aggregate, not have a material adverse effect on the business, results of operations, financial condition or prospects of PICM and the PICM Subsidiaries taken as a whole.

Authority Relative to Agreements. (a) PICM The Purchaser has the requisite corporate all necessary power and authority for such entity to enter into execute and deliver this Agreement and the Registration Rights Agreement, to perform its obligations hereunderhereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution execution, delivery and delivery performance of this Agreement by PICM the Purchaser, and the consummation by PICM the Purchaser of the PICM Merger and the transactions contemplated hereby hereby, have been duly authorized by the Board of Directors of PICM and, except for the approval of its stockholders as set forth in Section 7.6(a) hereof, Purchaser and no other corporate or other proceedings on the part of PICM the Purchaser are necessary to authorize this Agreement and the consummation by the Purchaser of such transactions (including without limitation, the amendment to the Certificate of Incorporation of the Purchaser by the Certificate of Designation). The execution, delivery and performance of the Registration Rights Agreement by the Purchaser and the consummation by the Purchaser of the transactions contemplated herebythereby have been duly authorized by all necessary corporate action by the Purchaser. This Agreement has been duly executed and delivered by PICM and (the Purchaser and, assuming due authorization, execution and delivery by MAI and the receipt of all requisite regulatory approvals) other parties hereto, constitutes a legal, valid and binding obligation of PICMthe Purchaser, enforceable against PICM the Purchaser in accordance with its terms except to the extent that its as enforceability may be limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium and other similar laws relating to or other laws affecting the enforcement of creditors' rights generally or generally, by general equitable principles. principles (bregardless of whether such enforceability is considered in a proceeding in equity or at law) Except as set forth in Section 5.5 or by an implied covenant of good faith and fair dealing. On the PICM Disclosure ScheduleClosing Date, neither the Registration Rights Agreement will be validly executed and delivered by the Purchaser and, assuming the due authorization, execution and delivery of this Agreement hereof by PICM nor the consummation Fund constitute a legal, valid and binding obligation of the transactions contemplated hereby nor compliance Purchaser, enforceable against the Purchaser in accordance with its terms, except as enforceability may be limited by PICM with any bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, by general equitable principles (regardless of the provisions hereof will (i) violate, conflict with, or result whether such enforceability is considered in a breach proceeding in equity or at law) or by an implied covenant of any provision of, or constitute a default under, or result in the termination of, or accelerate the performance required by, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of PICM or any of the PICM Subsidiaries under, any of the terms, conditions or 20 provisions of (x) their respective charters or bylaws or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which PICM or any of the PICM Subsidiaries is a party or to which they or any of their respective properties or assets may be subject, or (ii) subject to compliance with the statutes good faith and regulations referred to in the next paragraph, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to PICM and the PICM Subsidiaries or any of their respective properties or assets, except, in the case of each of clauses (i) and (ii) above, for such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens, security interests, charges or encumbrances, which, in the aggregate, would not have any material adverse effect on the business, results of operations, or financial condition of PICM and the PICM Subsidiaries taken as a wholefair dealing. (c) Other than in connection with or in compliance with the provisions of the Michigan, Illinois and Indiana Insurance Codes and the Hart-Xxxxx-Xxxxxx Xxx, and the federal and applicable state securities laws (including those described in Section 7 of this Agreement), no notice to, filing with, or authorization, consent or approval of, any domestic public body or government authority is necessary for the consummation by PICM of the transactions contemplated by this Agreement, except where failure to give such notices, make such filings, or obtain authorizations, consents or approvals would, in the aggregate, not have a material adverse effect on the business, results of operations, financial condition or prospects of PICM and the PICM Subsidiaries taken as a whole.

Authority Relative to Agreements. (a) PICM Seller has the requisite all necessary corporate power and authority authority, and has taken all corporate action necessary, to enter into execute and deliver this Agreement and the other Transaction Agreements, to perform its obligations hereunderhereunder and thereunder and, subject to receipt of the Requisite Stockholder Approval, to consummate the Transactions in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and each of the other Transaction Agreements by PICM Seller and the consummation by PICM Seller of the PICM Merger and the transactions contemplated hereby and thereby, including without limitation the Patent Sale, have been unanimously approved by the board of directors of Seller and otherwise duly and validly authorized by the Board of Directors of PICM andall necessary corporate action, except for the approval of its stockholders as set forth in Section 7.6(a) hereof, and no other corporate or other organizational proceedings on the part of PICM Seller are necessary to authorize this Agreement and the transactions contemplated hereby. This Agreement has been duly executed and delivered by PICM and (assuming due authorization, execution and delivery by MAI and the receipt of all requisite regulatory approvals) constitutes a valid and binding obligation of PICM, enforceable against PICM in accordance with its terms except to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other laws affecting the enforcement of creditors' rights generally or by general equitable principles. (b) Except as set forth in Section 5.5 of the PICM Disclosure Schedule, neither the execution and delivery of this Agreement by PICM nor or the consummation of other Transaction Agreements or to consummate the transactions contemplated hereby nor compliance by PICM and thereby, including without limitation the Patent Sale (other than, with any respect to the Patent Sale, the receipt of the provisions hereof will (i) violate, conflict with, or result in a breach of any provision of, or constitute a default under, or result in the termination of, or accelerate the performance required by, or result in the creation of any lien, security interest, charge or encumbrance upon any Requisite Stockholder Approval). This Agreement has been and each of the properties or assets other Transaction Agreements when executed will be duly and validly executed and delivered by Seller, and, assuming the due authorization, execution and delivery of PICM or any this Agreement and each of the PICM Subsidiaries underother Transaction Agreements by Patent Purchaser, any constitute (or when executed will constitute) valid, legal and binding agreements and obligations of the Seller enforceable against Seller in accordance with their terms, conditions or 20 provisions of (x) their respective charters or bylaws or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which PICM or any of the PICM Subsidiaries is a party or to which they or any of their respective properties or assets except as such enforceability may be subjectlimited by bankruptcy, or (ii) subject to compliance with the statutes insolvency, moratorium and regulations referred to in the next paragraph, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to PICM other similar Laws affecting creditors rights generally and the PICM Subsidiaries or any by general principles of their respective properties or assets, except, in the case of each of clauses (i) and (ii) above, for such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens, security interests, charges or encumbrances, which, in the aggregate, would not have any material adverse effect on the business, results of operations, or financial condition of PICM and the PICM Subsidiaries taken as a wholeequity. (c) Other than in connection with or in compliance with the provisions of the Michigan, Illinois and Indiana Insurance Codes and the Hart-Xxxxx-Xxxxxx Xxx, and the federal and applicable state securities laws (including those described in Section 7 of this Agreement), no notice to, filing with, or authorization, consent or approval of, any domestic public body or government authority is necessary for the consummation by PICM of the transactions contemplated by this Agreement, except where failure to give such notices, make such filings, or obtain authorizations, consents or approvals would, in the aggregate, not have a material adverse effect on the business, results of operations, financial condition or prospects of PICM and the PICM Subsidiaries taken as a whole.