Common use of Authorization; No Defaults Clause in Contracts

Authorization; No Defaults. The Board of Directors of New RIT has, by all appropriate action, approved this Agreement and each of the Ancillary Agreements to which New RIT is or will be a party and authorized the execution hereof and thereof on New RIT's behalf by its duly authorized officers and the performance by New RIT of its obligations hereunder and thereunder. Except for the adoption and approval of this Agreement and the transactions contemplated herein by the shareholders of New RIT (which the Foundation, as the sole shareholder, shall do pursuant to Section 3.04(b)), no other corporate proceedings on the part of New RIT are necessary to approve this Agreement and the Ancillary Agreements to which it is or will be a party and to consummate the transactions contemplated hereby and thereby. Nothing contained in the New RIT Certificate of Incorporation or the New RIT Bylaws, or any other agreement, instrument, decree, proceeding, law or regulation (except as specifically referred to in or contemplated by this Agreement) by or to which it is bound or subject would prohibit or inhibit New RIT from consummating this Agreement and the Ancillary Agreements to which it is or will be a party and the transactions contemplated herein on the terms and conditions contained herein and therein. This Agreement has been duly and validly executed and delivered by New RIT and, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of New RIT, enforceable against New RIT in accordance with its respective terms, except that such enforceability may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting creditors' rights generally, and general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

Authorization; No Defaults. The RIT Board of Directors of New and the RIT hasIndependent Committee each have, by all appropriate action, approved this Agreement and each of the other agreements contemplated hereby, described herein or attached hereto (collectively, the "Ancillary Agreements Agreements") to which New RIT is or will be a party and authorized the execution hereof and thereof on New RIT's behalf by its duly authorized officers and the performance by New RIT of its obligations hereunder and thereunder. Except for the adoption and approval of this Agreement and the transactions contemplated herein by RIT's shareholders to the shareholders of New RIT (which the Foundationextent required by applicable law, NYSE rules and regulations and as the sole shareholder, shall do pursuant to Section 3.04(b))described herein, no other corporate proceedings on the part of New RIT are necessary to approve this Agreement and the Ancillary Agreements to which it is or will be a party and to consummate the transactions contemplated hereby and thereby. Nothing contained in the New RIT Certificate Articles of Incorporation Incorporation, as amended, or the New RIT Bylaws, as amended, of RIT or any other agreement, instrument, decree, proceeding, law or regulation (except as specifically referred to in or contemplated by this Agreement) by or to which it is or any of its subsidiaries are bound or subject would prohibit or inhibit New RIT from consummating this Agreement and the Ancillary Agreements to which it is or will be a party and the transactions contemplated herein and therein on the terms and conditions contained herein and therein. This Agreement has been duly and validly executed and delivered by New RIT and, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of New RIT, enforceable against New RIT in accordance with its respective terms, except that such enforceability may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting creditors' rights generally, and general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

Authorization; No Defaults. The BCBSMo Board of Directors of New RIT hasand the BCBSMo Independent Committee each have, by all appropriate action, approved this Agreement and each of the Ancillary Agreements to which New RIT BCBSMo is or will be a party and authorized the execution hereof and thereof on New RIT's its behalf by its duly authorized officers and the performance by New RIT BCBSMo of its obligations hereunder and thereunder. Except for the adoption and approval of this Agreement and the transactions contemplated herein by the shareholders of New RIT (which the Foundation, as the sole shareholder, shall do pursuant to Section 3.04(b)), no No other corporate proceedings on the part of New RIT are BCBSMo is necessary to approve this Agreement and the Ancillary Agreements to which it is or will be a party and to consummate the transactions contemplated hereby and thereby. Nothing contained in the New RIT Certificate Amended and Restated Articles of Incorporation or the New RIT Bylaws, as amended, of BCBSMo or any other agreement, instrument, decree, proceeding, law or regulation (except as specifically referred to in or contemplated by this Agreement) by or to which it is or any of its subsidiaries are bound or subject would prohibit or inhibit New RIT BCBSMo from consummating this Agreement and the Ancillary Agreements to which it is or will be a party and the transactions contemplated herein on the terms and conditions contained herein and therein. This Agreement has been duly and validly executed and delivered by New RIT BCBSMo and, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of New RITBCBSMo, enforceable against New RIT BCBSMo in accordance with its respective terms, except that such enforceability may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting creditors' rights generally, and general principles of equity (regardless of whether enforcement is sought sough in a proceeding in equity or at law).