Common use of Authorization; Validity of Agreement Clause in Contracts

Authorization; Validity of Agreement. (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the Transactions, subject to the approval and adoption of this Agreement by the affirmative vote of the requisite holders of the outstanding shares of Company Capital Stock (the “Company Required Vote”). The execution, delivery, and performance by the Company hereof and the consummation by the Company of the Transactions have been duly authorized by the Board of Directors of the Company (the “Company Board”). The Company Board has directed that this Agreement and the Transactions be submitted to the Company’s stockholders for approval and adoption at a meeting of such stockholders and, except for the approval and adoption hereof by the Company Required Vote and the filing of the Certificate of Merger pursuant to the DGCL, no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery, and performance hereof by the Company and the consummation of the Transactions. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution, and delivery hereof by the Parent and Merger Sub, is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforcement may be subject to or limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other similar Laws, now or hereafter in effect, relating to or affecting creditors’ rights and remedies generally and (ii) the effect of general principles of equity.

Authorization; Validity of Agreement. (a) The Company has the requisite corporate power and authority to execute execute, deliver and deliver perform its obligations under this Agreement and to consummate the Transactionstransactions contemplated hereby, subject subject, with respect to the approval and adoption of this Agreement by the affirmative vote consummation of the requisite holders Merger, to receipt of the outstanding shares of Company Capital Stock (the “Company Required Vote”). The execution, delivery, delivery and performance by the Company hereof of this Agreement and the consummation by the Company of the Transactions transactions contemplated hereby have been duly authorized by the Board of Directors of the Company (the “Company Board”). The Company Board has directed that this Agreement and the Transactions transactions contemplated hereby be submitted to the Company’s stockholders for approval and adoption at a meeting of such stockholders and, except except, with respect to the consummation of the Merger, for the approval and adoption hereof by the Company Required Vote and the filing of the Certificate of Merger pursuant to the DGCLVote, no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery, delivery and performance hereof of this Agreement by the Company and the consummation of the Transactionstransactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution, execution and delivery hereof of this Agreement by the Parent and Merger SubBuyer, is a valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except as that such enforcement may be subject to or limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, reorganization or other similar Laws, now or hereafter in effect, relating to or affecting creditors’ rights and remedies generally generally, and (ii) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

Authorization; Validity of Agreement. (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement and and, subject to approval of its stockholders as contemplated by Section 5.6 hereof, to consummate the Transactions, subject to the approval and adoption of this Agreement by the affirmative vote of the requisite holders of the outstanding shares of Company Capital Stock (the “Company Required Vote”)transactions contemplated hereby. The execution, delivery, execution and performance by the Company hereof and the consummation delivery by the Company of this Agreement and the Transactions consummation of the transactions contemplated hereby have been duly approved and authorized by the Board of Directors of the Company (the “Company "Board”). The Company Board has directed that ") and, other than adoption of this Agreement and the Transactions be submitted to the Company’s stockholders for approval and adoption at a meeting of such stockholders and, except for the approval and adoption hereof by the Company Required Vote and the filing holders of a majority of the Certificate outstanding shares of Merger pursuant to the DGCLCompany Common Stock, no other corporate proceedings on the part of the Company are necessary to approve and authorize the execution, delivery, execution and performance hereof delivery of this Agreement and approval of the Charter Amendment by the Company and the consummation by it of the Transactionstransactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution, execution and delivery hereof of this Agreement by the Parent Merger Company and Merger SubFinance Company, is a valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except as that such enforcement may be subject to or limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, insolvency or other similar Lawslaws, now or hereafter in effect, relating to or affecting creditors’ ' rights and remedies generally generally, and (ii) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

Authorization; Validity of Agreement. (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the Transactionstransactions contemplated hereby, subject to the approval and adoption of this Agreement by the affirmative vote stockholders of the requisite holders Company in accordance with the DGCL and the certificate of incorporation and bylaws of the outstanding shares of Company Capital Stock (the “Company Required Vote”)Company. The execution, delivery, delivery and performance by the Company hereof of this Agreement and the consummation by the Company of the Transactions transactions contemplated hereby have been duly authorized by the Board of Directors of the Company (the “Company Board”). The Company Board has directed that this Agreement and the Transactions transactions contemplated hereby be submitted to the Company’s stockholders for approval and adoption at a meeting of such stockholders and, assuming the accuracy of the representations made in Section 4.28, except for the approval and adoption hereof by the Company Required Vote and the filing of the Certificate of Merger pursuant to the DGCLVote, no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery, delivery and performance hereof of this Agreement by the Company and the consummation of the Transactionstransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution, execution and delivery hereof of this Agreement by the Parent and Merger Sub, is constitutes a valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except as such enforcement may be subject to or limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, moratorium or other similar Laws, now or hereafter in effect, relating to or affecting creditors’ rights and remedies generally and (ii) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). The Company’s Board of Directors has approved of Parent entering into the Voting Agreement, including for purposes of Section 203 of the DGCL.

Authorization; Validity of Agreement. (a) The Company Each of Parent, Purchaser and Merger Sub has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the Transactions, subject to the approval transactions contemplated hereby. The execution and adoption delivery by Purchaser and Merger Sub of this Agreement by the affirmative vote of the requisite holders of the outstanding shares of Company Capital Stock (the “Company Required Vote”). The execution, delivery, and performance by the Company hereof and the consummation by the Company Purchaser and Merger Sub of the Transactions transactions contemplated hereby have been duly authorized by the Board respective boards of Directors directors of the Company (the “Company Board”). The Company Board Purchaser and Merger Sub, Purchaser has directed that approved and adopted this Agreement and the Transactions be submitted to Merger and has caused the Company’s stockholders for approval and adoption at a meeting of such stockholders and, except for the approval and adoption hereof by the Company Required Vote and the filing of the Certificate sole shareholder of Merger pursuant Sub to the DGCLapprove and adopt this Agreement, and no other corporate proceedings on the part of the Company Purchaser or Merger Sub are necessary to authorize the execution, delivery, execution and performance hereof delivery of this Agreement by the Company Purchaser or Merger Sub and the consummation of the Transactionstransactions contemplated hereby. This Agreement has been duly executed and delivered by the Company each of Purchaser and Merger Sub and, assuming the due authorization, execution, execution and delivery hereof of this Agreement by the Parent and Merger SubCompany, is a valid and binding obligation of the Company, each of Purchaser and Merger Sub enforceable against the Company each of them in accordance with its terms, except as that such enforcement may be subject to or limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, insolvency or other similar Lawslaws, now or hereafter in effect, relating to or affecting creditors’ rights and remedies generally generally, and (ii) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

Authorization; Validity of Agreement. (a) The Company Each Purchaser Party has the requisite corporate power and authority to execute and deliver this Agreement and the Transaction Documents, and to consummate the Transactions, subject to the approval transactions contemplated hereby and adoption thereby. The execution and delivery by each Purchaser Party of this Agreement by and the affirmative vote of the requisite holders of the outstanding shares of Company Capital Stock (the “Company Required Vote”). The execution, delivery, and performance by the Company hereof Transaction Documents and the consummation by the Company of the Transactions transactions contemplated hereby and thereby have been duly authorized by the Board of Directors (or equivalent governing body) of the Company (the “Company Board”). The Company Board has directed that this Agreement each Purchaser Party, and the Transactions be submitted to the Company’s stockholders for approval and adoption at a meeting of such stockholders and, except for the approval and adoption hereof by the Company Required Vote and the filing of the Certificate of Merger pursuant to the DGCL, no other corporate proceedings on the part of the Company such Purchaser Party are necessary to authorize the execution, delivery, execution and performance hereof delivery of this Agreement and the other Transaction Documents by the Company such Purchaser Party and the consummation of the Transactionstransactions contemplated hereby and thereby. This Agreement has and the other Transaction Documents have been duly executed and delivered by the Company each Purchaser Party and, assuming the due authorization, execution, execution and delivery hereof of this Agreement and the Transaction Documents by the Parent Seller, are legal, valid, binding and Merger Sub, is a valid and binding obligation enforceable obligations of the Companysuch Purchaser Party, enforceable against the Company such Purchaser Party in accordance with its their terms, except as to the extent such enforcement may be subject to or limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, insolvency or other similar Lawslaws, now or hereafter in effect, relating to or affecting creditors’ rights and remedies generally and (ii) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

Authorization; Validity of Agreement. (a) The Company Buyer has the requisite full corporate power and authority to execute and deliver this Agreement and the Collateral Agreements to which it is a party and to consummate the Transactions, subject to the approval transactions contemplated hereby and adoption of this Agreement by the affirmative vote of the requisite holders of the outstanding shares of Company Capital Stock (the “Company Required Vote”)thereby. The execution, delivery, delivery and performance by Buyer of this Agreement and the Company hereof Collateral Agreements, and the consummation by the Company of the Transactions transactions contemplated hereby and thereby, have been duly authorized by the its Board of Directors of the Company (the “Company Board”). The Company Board has directed that this Agreement and the Transactions be submitted to the Company’s stockholders for approval and adoption at a meeting of such stockholders and, except for the approval and adoption hereof by the Company Required Vote and the filing of the Certificate of Merger pursuant to the DGCL, no other corporate proceedings action on the part of the Company are Buyer is necessary to authorize the execution, delivery, execution and performance hereof delivery by Buyer of this Agreement or the Company Collateral Agreements and the consummation by it of the Transactionstransactions contemplated hereby or thereby. This Agreement has been (and the Collateral Agreements will be) duly executed and delivered by the Company Buyer, and, assuming the due and valid authorization, execution, execution and delivery hereof thereof by Seller, this Agreement constitutes (and the Parent Collateral Agreements when executed and Merger Subdelivered will constitute) the legal, is a valid and binding obligation of the CompanyBuyer, enforceable against the Company Buyer in accordance with its their respective terms, except as that (i) such enforcement may be subject to or limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, moratorium or other similar Laws, now or hereafter in effect, relating to or affecting creditors’ rights and remedies generally and (ii) the effect remedy of general principles specific performance and injunctive and other forms of equityequitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authorization; Validity of Agreement. (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the Transactions, subject to the approval and adoption of this Agreement by the affirmative vote of the requisite holders of the outstanding shares of Company Capital Stock (the “Company Required Vote”)transactions contemplated hereby. The execution, delivery, delivery and performance by the Company hereof of this Agreement and the consummation by the Company of the Transactions transactions contemplated hereby have been duly authorized by the Board of Directors of the Company (the “Company Board”). The Company Board has directed that this Agreement and the Transactions be submitted to the Company’s stockholders for approval and adoption at a meeting of such stockholders for such purpose (the “Company Stockholder Meeting”) and, except for the approval and adoption hereof of this Agreement by the Company Required Vote and the filing holders of a majority in voting power of the Certificate outstanding shares of Merger pursuant to Company Common Stock and Company Convertible Preferred Stock, voting together as a single class (the DGCL“Company Stockholder Approval”), no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery, delivery and performance hereof of this Agreement by the Company and the consummation of the Transactionstransactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution, execution and delivery hereof of this Agreement by the Parent Parent, Merlin Holdco and Merger Sub, is a valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except as such enforcement may be subject to or limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, insolvency or other similar Lawslaws, now or hereafter in effect, relating to or affecting creditors’ rights and remedies generally and (ii) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at Law or in equity).

Authorization; Validity of Agreement. (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement and and, subject to any approval of its stockholders that may be required pursuant to applicable law as contemplated by Section 6.6 hereof, to consummate the Transactions, subject to the approval and adoption of this Agreement by the affirmative vote of the requisite holders of the outstanding shares of Company Capital Stock (the “Company Required Vote”)transactions contemplated hereby. The execution, delivery, execution and performance by the Company hereof and the consummation delivery by the Company of this Agreement and the Transactions consummation of the transactions contemplated hereby have been duly approved and authorized by the Board of Directors of the Company (the “Company "Board”). The Company Board has directed that ") and, other than adoption of this Agreement and the Transactions be submitted to the Company’s stockholders for approval and adoption at a meeting of such stockholders and, except for the approval and adoption hereof by the Company Required Vote and the filing holders of a majority of the Certificate outstanding shares of Merger Company Common Stock if required pursuant to the DGCLapplicable law, no other corporate proceedings on the part of the Company are necessary to approve and authorize the execution, delivery, execution and performance hereof delivery of this Agreement and approval of by the Company and the consummation by it of the Transactionstransactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution, execution and delivery hereof of this Agreement by the Parent and Merger SubAcquisition Subsidiary, is a valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except as that such enforcement may be subject to or limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, insolvency or other similar Lawslaws, now or hereafter in effect, relating to or affecting creditors’ ' rights and remedies generally generally, and (ii) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

Authorization; Validity of Agreement. (a) The Subject to obtaining the requisite approval of the Company Members to consummation of the Transaction, the Company has the requisite corporate full power and authority and has taken all requisite action to execute execute, deliver and deliver perform this Agreement and each of the documents and instruments required to be entered into pursuant to this Agreement (including without limitation the Certificate of Merger) (the “Ancillary Agreements”, and together with this Agreement, the “Transaction Documents”), and to consummate the Transactions, subject to the approval and adoption of this Agreement by the affirmative vote of the requisite holders of the outstanding shares of Company Capital Stock (the “Company Required Vote”)Transaction. The execution, delivery, delivery and performance by the Company hereof of the Transaction Documents, and the consummation by the Company of the Transactions Transaction contemplated hereby and thereby, have been duly and validly authorized by the Board of Directors Managers of the Company, is subject to the affirmative vote of at least a majority of the Membership Interests, and such authorization has not been withdrawn or amended in any manner. In this regard the requisite approval of the Board of Managers of the Company (the “was obtained at a Board of Managers meeting held on October 25, 2004. Company Board”)Members are not required to vote by class. The Company Board has directed that Assuming due and valid authorization, execution and delivery of this Agreement by Buyer and Parent, this Agreement is the Transactions be submitted to the Company’s stockholders for approval and adoption at a meeting of such stockholders andlegal, except for the approval and adoption hereof by the Company Required Vote and the filing of the Certificate of Merger pursuant to the DGCL, no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery, and performance hereof by the Company and the consummation of the Transactions. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution, and delivery hereof by the Parent and Merger Sub, is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforcement may be subject to or limited by for the effect of (i) any applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, moratorium or other similar Lawslaws, now or hereafter in effect, relating to or affecting creditors’ rights and remedies generally generally; and (ii) the effect remedy of general principles specific performance and injunctive and other forms of equityequitable relief and equitable defenses and the discretion of the court before which any proceeding therefore may be brought.

Authorization; Validity of Agreement. (a) The Company Buyer has the requisite full corporate power and authority to execute and deliver this Agreement and the Escrow Agreement and to consummate the Transactions, subject to the approval and adoption of this Agreement by the affirmative vote of the requisite holders of the outstanding shares of Company Capital Stock (the “Company Required Vote”). The execution, delivery, delivery and performance by Buyer of this Agreement and the Company hereof Escrow Agreement and the consummation by the Company of the Transactions have been duly authorized by the Board board of Directors directors of Buyer, and no other corporate action on the Company (part of Buyer is necessary to authorize the “Company Board”). The Company Board has directed that execution and delivery by Buyer of this Agreement and the Transactions be submitted to the Company’s stockholders for approval and adoption at a meeting of such stockholders and, except for the approval and adoption hereof by the Company Required Vote and the filing of the Certificate of Merger pursuant to the DGCL, no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery, and performance hereof by the Company and Escrow Agreement or the consummation of the Transactions. No vote of, or consent by, the holders of any class or series of stock issued by Buyer is necessary to authorize the execution and delivery by Buyer of this Agreement and the Escrow Agreement or the consummation by it of the Transactions. This Agreement has and the Escrow Agreement have been duly executed and delivered by the Company Buyer, and, assuming the due and valid authorization, execution, execution and delivery hereof and thereof by Sellers, the Parent Company, the Escrow Agent (as applicable) and Merger Subthe Sellers’ Representative, is a are valid and binding obligation obligations of the CompanyBuyer, enforceable against the Company Buyer in accordance with its terms, terms except (a) as such enforcement may be subject to or limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or conveyance and other similar Laws, now or hereafter in effect, relating to or laws of general application affecting enforcement of creditors’ rights and remedies generally and (iib) the effect availability of general principles the remedy of equityspecific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefore may be brought.

Authorization; Validity of Agreement. (a) The Company Seller has the requisite full corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements and, subject to stockholder approval, to consummate the Transactions, subject to the approval and adoption of this Agreement by the affirmative vote of the requisite holders of the outstanding shares of Company Capital Stock (the “Company Required Vote”). The execution, delivery, delivery and performance by Seller of this Agreement and the Company hereof Ancillary Agreements and the consummation by the Company it of the Transactions have been duly authorized by the Seller Board of Directors of the Company (the “Company Board”). The Company Board has directed that this Agreement and the Transactions be submitted to the Company’s stockholders for approval and adoption at a meeting of such stockholders Directors, and, except for the approval and adoption hereof by the Company Required Vote and the filing of the Certificate of Merger pursuant subject to the DGCLstockholder approval, no other corporate proceedings action on the part of the Company are Seller is necessary to authorize the executionexecution and delivery by Seller of this Agreement, delivery, and performance hereof by the Company and Ancillary Agreements or the consummation by it of the Transactions. This Agreement has and the Ancillary Agreements have been duly executed and delivered by the Company Seller and, assuming the due and valid authorization, execution, execution and delivery hereof thereof by Purchaser, this Agreement and the Parent and Merger Sub, is a Ancillary Agreements are valid and binding obligation obligations of the Company, Seller enforceable against the Company Seller in accordance with its their terms, except as such enforcement may be subject to or limited by (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or conveyance and other similar Laws, now or hereafter in effect, relating to or laws of general application affecting enforcement of creditors’ rights and remedies generally and (ii) the effect availability of general principles the remedy of equityspecific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought.

Authorization; Validity of Agreement. (a) The Company has the requisite corporate power and authority to execute execute, deliver and deliver perform this Agreement and each of the documents and instruments required to be entered into pursuant to this Agreement (including without limitation the Articles of Merger and Plan of Merger), and to consummate the Transactions, subject to the approval transactions contemplated hereby and adoption of this Agreement by the affirmative vote of the requisite holders of the outstanding shares of Company Capital Stock (the “Company Required Vote”)thereby. The execution, delivery, delivery and performance by the Company hereof of this Agreement and each of the documents and instruments required to be entered into pursuant to this Agreement, and the consummation by the Company of the Transactions Merger and the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action and such authorization has not been withdrawn or amended in any manner. In this regard, the requisite approval of the Company’s Board of Directors was obtained at a Board of the Company (the “Company Board”). The Company Board has directed that this Agreement Directors meeting held August 15, 2002 and the Transactions be submitted to the Company’s stockholders for requisite approval and adoption at a meeting of such stockholders and, except for the approval and adoption hereof Shareholders was obtained by the Company Required Vote and the filing receipt of the Certificate of Merger pursuant to the DGCLwritten consents from Shareholders on August 21, no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery, and performance hereof by the Company and the consummation of the Transactions2002. This Agreement has been duly executed and delivered by the Company and, assuming the Company. Assuming due and valid authorization, execution, execution and delivery hereof of this Agreement by Buyer, this Agreement is or will be the Parent and Merger Sublegal, is a valid and binding obligation obligations of the Company, enforceable against the Company in accordance with its terms, except as that (i) such enforcement may be subject to or limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, moratorium or other similar Lawslaws, now or hereafter in effect, relating to or affecting creditors’ rights and remedies generally generally; and (ii) the effect remedy of general principles specific performance and injunctive and other forms of equityequitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authorization; Validity of Agreement. (a) The Company has Tyhee and Merger Sub have the requisite corporate power and authority to execute and deliver this Agreement and to consummate the Transactions, subject to the approval and adoption of this Agreement by the affirmative vote of the requisite holders of the outstanding shares of Company Capital Stock (the “Company Required Vote”). The execution, delivery, and performance by the Company Tyhee and Merger Sub hereof and the consummation by the Company Tyhee and Merger Sub of the Transactions have been duly authorized by the Board of Directors of the Company Tyhee (the “Company Tyhee Board”). The Company Board has directed that this Agreement ) and the Transactions be submitted to the Company’s stockholders for approval and adoption at a meeting Board of such stockholders and, except for the approval and adoption hereof by the Company Required Vote and the filing Directors of the Certificate Merger Sub, and by Tyhee, in its capacity as the sole stockholder of Merger pursuant to the DGCL, no Sub. No other corporate proceedings on the part of the Company Tyhee or Merger Sub are necessary to authorize the execution, delivery, and performance hereof by the Company Tyhee and Merger Sub and the consummation of the Merger and the Transactions. This Agreement has been duly executed and delivered by the Company Tyhee and Merger Sub and, assuming the due authorization, execution, and delivery hereof by the Parent and Merger SubSanta Fe, is a valid and binding obligation of the CompanyTyhee and Merger Sub, enforceable against the Company each in accordance with its terms, except as such enforcement may be subject to or limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other similar Laws, now or hereafter in effect, relating to or affecting creditors’ rights and remedies generally and (ii) the effect of general principles of equity.

Authorization; Validity of Agreement. (a) The Company SFEG has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the Transactions, subject to the approval and adoption of this Agreement by the affirmative vote of the requisite holders of the outstanding shares of Company Capital SFEG Common Stock (the “Company SFEG Required Vote”). The execution, delivery, and performance by the Company SFEG hereof and the consummation by the Company SFEG of the Transactions have been duly authorized by the Board of Directors of the Company SFEG (the “Company SFEG Board”). The Company SFEG Board has directed that this Agreement and the Transactions be submitted to the CompanySFEG’s stockholders for approval and adoption at a meeting of such stockholders and, except for the approval and adoption hereof by the Company SFEG Required Vote and the filing of the Certificate of Merger pursuant to the DGCL, no other corporate proceedings on the part of the Company SFEG are necessary to authorize the execution, delivery, and performance hereof by the Company SFEG and the consummation of the Transactions. This Agreement has been duly executed and delivered by the Company SFEG and, assuming the due authorization, execution, and delivery hereof by the Parent IGS and Merger Sub, is a valid and binding obligation of the CompanySFEG, enforceable against the Company SFEG in accordance with its terms, except as such enforcement may be subject to or limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other similar Laws, now or hereafter in effect, relating to or affecting creditors’ rights and remedies generally and (ii) the effect of general principles of equity.

Authorization; Validity of Agreement. (a) The Company Buyer has the requisite corporate power and authority to execute execute, deliver and deliver perform this Agreement and each other agreement executed or to be executed by the Buyer pursuant to the terms of this Agreement (collectively, the "Chatham Agreements") and to consummate the Transactions, subject to the approval transactions contemplated hereby and adoption of this Agreement by the affirmative vote of the requisite holders of the outstanding shares of Company Capital Stock (the “Company Required Vote”)thereby. The execution, delivery, delivery and performance by the Company hereof Buyer of this Agreement and the Chatham Agreements and the consummation by the Company of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized by the Board of Directors of the Company (the “Company Board”). The Company Board has directed that this Agreement Buyer, and the Transactions be submitted to the Company’s stockholders for approval and adoption at a meeting of such stockholders and, except for the approval and adoption hereof by the Company Required Vote and the filing of the Certificate of Merger pursuant to the DGCL, no other corporate proceedings on the part of the Company Buyer are necessary to authorize the execution, delivery, delivery and performance hereof of this Agreement and the Chatham Agreements by the Company Buyer and the consummation of the Transactionstransactions contemplated hereby. This Agreement and each Chatham Agreement has been duly executed and delivered by the Company Buyer and, assuming the due authorization, execution, execution and delivery hereof of this Agreement by the Parent Sellers and Merger Subthe Shareholder, is a valid and binding obligation of the Company, Buyer enforceable against the Company Buyer in accordance with its terms, except as such enforcement enforceability may be subject to or limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other similar Lawslaws, now or hereafter in effect, relating to or affecting the enforcement of creditors’ ' rights and remedies generally and (ii) the effect of general principles of equitygenerally.

Authorization; Validity of Agreement. (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the Transactionstransactions contemplated hereby, subject to to, in the approval and adoption case of this Agreement by the affirmative vote consummation of the requisite holders Merger, approvals of the outstanding shares of Company Capital Stock (the “Company Required Vote”)its stockholders as contemplated by Section 5.6. The execution, delivery, delivery and performance by the Company hereof of this Agreement and the consummation by the Company of the Transactions transactions contemplated hereby have been duly authorized by the Board of Directors of the Company (the “Company Board”). The Company Board has directed that this Agreement and the Transactions transactions contemplated hereby be submitted to the Company’s 's stockholders for approval and adoption at a meeting of such stockholders and, except for (i) setting the record date and the meeting date for the Stockholders' Meeting and (ii) the approval and adoption hereof of this Agreement by the Company Required Vote and the filing of the Certificate of Merger pursuant to the DGCL, no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery, delivery and performance hereof of this Agreement by the Company and the consummation of the Transactionstransactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution, execution and delivery hereof of this Agreement by the Parent and Merger Subthe Purchaser, is a valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except as that such enforcement may be subject to or limited by enforceability (i) applicable may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, moratorium or other similar Laws, now laws affecting or hereafter in effect, relating to or affecting the enforcement of creditors’ ' rights and remedies generally and (ii) the effect of is subject to general principles of equityequity (regardless of whether considered in a proceeding in equity or at law).

Authorization; Validity of Agreement. (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement and and, subject to approval of its shareholders as contemplated by Section 5.5 hereof, to consummate the Transactionstransactions contemplated hereby. The execution and delivery by the Company of this Agreement and the consummation of the transactions contemplated hereby have been duly approved and authorized by the Board and, subject other than providing its shareholders with notice pursuant to Sections 55-7-05 and 55-13-20 of the NCBCA and the Company's Bylaws and approval and adoption of this Agreement by the affirmative vote of the requisite holders of the outstanding shares of Company Capital Stock (the “Company Required Vote”). The execution, delivery, and performance its shareholders as contemplated by the Company hereof and the consummation by the Company of the Transactions have been duly authorized by the Board of Directors of the Company (the “Company Board”). The Company Board has directed that this Agreement and the Transactions be submitted to the Company’s stockholders for approval and adoption at a meeting of such stockholders and, except for the approval and adoption hereof by the Company Required Vote and the filing of the Certificate of Merger pursuant to the DGCLSection 5.6 hereof, no other corporate proceedings on the part of the Company are necessary to approve and authorize the execution, delivery, execution and performance hereof delivery of this Agreement by the Company and the consummation by it of the Transactionstransactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution, execution and delivery hereof of this Agreement by the Parent and Merger SubSubsidiary, is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforcement may be subject to or limited by (ia) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, insolvency or other similar Lawslaws, now or hereafter in effect, relating to affecting the rights of creditors of insurance companies or affecting creditors’ the rights and remedies of creditors generally and (iib) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

Authorization; Validity of Agreement. (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement and and, subject to approval of its stockholders as contemplated by Section 3.7(a) hereof, to consummate the Transactionstransactions contemplated hereby. The execution and delivery by the Company of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board and, subject to the except for those actions contemplated by Section 2.2 hereof and approval and adoption of this Agreement by the affirmative vote holders of the requisite holders a majority of the outstanding shares of Company Capital Stock (the “Company Required Vote”). The execution, delivery, and performance by the Company hereof and the consummation by the Company of the Transactions have been duly authorized by the Board of Directors of the Company (the “Company Board”). The Company Board has directed that this Agreement and the Transactions be submitted to the Company’s stockholders for approval and adoption at a meeting of such stockholders and, except for the approval and adoption hereof by the Company Required Vote and the filing of the Certificate of Merger pursuant to the DGCLCommon Stock, no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery, execution and performance hereof delivery of this Agreement by the Company and the consummation of the Transactionstransactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution, execution and delivery hereof of this Agreement by the Parent each of Purchaser and Merger Sub, is a valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except as such enforcement enforceability may be subject to or limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other similar Lawslaws, now or hereafter in effect, relating affecting the enforcement of creditors' rights generally, and except that the availability of equitable remedies, including specifi performance, may be subject to or affecting creditors’ rights and remedies generally and the discretion of the court before which any proceeding therefor may be brought. (iib) The Board of Directors has taken all actions necessary to render the effect provisions of general principles Section 203 of equity.the DGCL inapplicable to the transactions contemplated by this Agreement. Section 4.4

Authorization; Validity of Agreement. (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the Transactionstransactions contemplated hereby, subject subject, with respect to the approval and adoption of this Agreement by the affirmative vote consummation of the requisite holders Merger, to receipt of the outstanding shares of Company Capital Stock (the “Company Required Vote”). The execution, delivery, delivery and performance by the Company hereof of this Agreement and the consummation by the Company of the Transactions transactions contemplated hereby have been duly authorized by the Board of Directors of the Company (the “Company Board”). The Company Board has directed that this Agreement and the Transactions transactions contemplated hereby be submitted to the Company’s stockholders for approval and adoption at a meeting of such stockholders and, except for the approval and adoption hereof by the Company Required Vote and the filing of the Certificate of Merger pursuant to the DGCLVote, no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery, delivery and performance hereof of this Agreement by the Company and the consummation of the Transactionstransactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution, execution and delivery hereof of this Agreement by the Parent and Merger Sub, is a valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, except as that such enforcement may be subject to or limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, insolvency or other similar Laws, now or hereafter in effect, relating to or affecting creditors’ rights and remedies generally generally, and (ii) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at Law or in equity).

Authorization; Validity of Agreement. (a) The Company Seller has the requisite full corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements and, subject to stockholder approval, to consummate the Transactions, subject to the approval and adoption of this Agreement by the affirmative vote of the requisite holders of the outstanding shares of Company Capital Stock (the “Company Required Vote”). The execution, delivery, delivery and performance by Seller of this Agreement and the Company hereof Ancillary Agreements and the consummation by the Company it of the Transactions have been duly authorized by the Seller Board of Directors of the Company (the “Company Board”). The Company Board has directed that this Agreement and the Transactions be submitted to the Company’s stockholders for approval and adoption at a meeting of such stockholders Directors, and, except for the approval and adoption hereof by the Company Required Vote and the filing of the Certificate of Merger pursuant subject to the DGCLstockholder approval, no other corporate proceedings action on the part of the Company are Seller is necessary to authorize the executionexecution and delivery by Seller of this Agreement, delivery, and performance hereof by the Company and Ancillary Agreements or the consummation by it of the Transactions. This Agreement has and the Ancillary Agreements have been duly executed and delivered by the Company Seller and, assuming the due and valid authorization, execution, execution and delivery hereof thereof by Purchaser, this Agreement and the Parent and Merger Sub, is a Ancillary Agreements are valid and binding obligation obligations of the Company, Seller enforceable against the Company Seller in accordance with its their terms, except as such enforcement may be subject to or limited by (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or conveyance and other similar Laws, now or hereafter in effect, relating to or laws of general application affecting enforcement of creditors’ ' rights and remedies generally and (ii) the effect availability of general principles the remedy of equityspecific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought.