Common use of Authorization; Validity of Agreement Clause in Contracts

Authorization; Validity of Agreement. Buyer has 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 contemplated hereby and thereby. The execution, delivery and performance by Buyer of this Agreement and the Collateral Agreements, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by its Board of Directors and no other corporate action on the part of Buyer is necessary to authorize the execution and delivery by Buyer of this Agreement or the Collateral Agreements and the consummation by it of the transactions contemplated hereby or thereby. This Agreement has been (and the Collateral Agreements will be) duly executed and delivered by Buyer, and, assuming due and valid authorization, execution and delivery thereof by Seller, this Agreement constitutes (and the Collateral Agreements when executed and delivered will constitute) the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with their respective terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable 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. Buyer Each of Seller and Parent has 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 contemplated hereby and therebyhereby. The execution, delivery and performance by Buyer Seller and Parent of this Agreement and the Collateral AgreementsAgreement, and the consummation by each of them of the transactions contemplated hereby and therebyhereby, have has been duly authorized by its Board of Directors all necessary corporate action, and no other corporate action on the part of Buyer Seller or Parent is necessary to authorize the execution and delivery by Buyer Seller or Parent of this Agreement or the Collateral Agreements and the consummation by it either of them of the transactions contemplated hereby or therebyhereby. This Agreement has been (and the Collateral Agreements will be) duly executed and delivered by Buyer, and, Seller and Parent and (assuming due and valid authorization, execution and delivery thereof hereof by Seller, this Agreement constitutes (Purchaser and the Collateral Agreements when executed and delivered will constituteUniversal) the legal, is a valid and binding obligation of Buyer, Seller and Parent enforceable against Buyer Seller and Parent in accordance with their respective its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Lawslaws, now or hereafter in effect, affecting creditors’ ' rights generally generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable 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. Buyer Seller has full corporate the requisite power and authority to execute execute, deliver and deliver perform this Agreement and the Collateral Agreements to which it is a party and to consummate the transactions contemplated hereby hereby, and therebyto cause SUSA and STEL to consummate the Transfers and other transactions contemplated hereby. The execution, delivery and performance by Buyer Seller of this Agreement and the Collateral Agreements, and the consummation by Seller of the transactions contemplated hereby and thereby, have been duly authorized by its Board the board of Directors directors of Seller and no other corporate action proceedings on the part of Buyer Seller is necessary to authorize the execution and delivery by Buyer of this Agreement or the Collateral Agreements by Seller and the consummation by it of the transactions contemplated hereby or therebyhereby. This Agreement has been (and the Collateral Agreements will be) duly executed and delivered by Buyer, Seller and, assuming due and valid authorization, execution and delivery thereof by Seller, of this Agreement constitutes (and the Collateral Agreements when executed and delivered will constitute) the legalby Purchaser, is a valid and binding obligation of Buyer, Seller enforceable against Buyer it in accordance with their respective its terms, except that (i) such enforcement may be subject to applicable or limited by (a) bankruptcy, insolvency, reorganization, moratorium insolvency or other similar Lawslaws, now or hereafter in effect, affecting creditors’ ' rights generally generally, and (iib) the remedy effect of specific performance and injunctive and other forms general principles of equitable relief may be subject to equitable defenses and to the discretion equity (regardless of the court before which any whether enforceability is considered in a proceeding therefor may be broughtat law or in equity).

Authorization; Validity of Agreement. Buyer (a) Seller has full all necessary corporate power and authority to execute and deliver this Agreement and the Collateral Agreements Agreement, to which it is a party perform its obligations hereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance by Buyer Seller of this Agreement and the Collateral Agreements, and the consummation by Seller of the transactions contemplated hereby and thereby, have been duly authorized by its Board all necessary corporate action on the part of Directors Seller, and no other corporate action on the part of Buyer Seller is necessary to authorize the execution execution, delivery and delivery by Buyer performance of this Agreement or the Collateral Agreements and the consummation by it Seller of the transactions contemplated hereby or thereby. hereby. (b) This Agreement has been (and the Collateral Agreements will be) duly executed and delivered by Buyer, Seller and, assuming due and valid authorization, execution execution, and delivery thereof by SellerPurchaser, this Agreement constitutes (and the Collateral Agreements when executed and delivered will constitute) the a legal, valid and binding obligation of BuyerSeller, enforceable against Buyer Seller in accordance with their respective its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium insolvency or other similar Lawslaws, now or hereafter in effect, affecting creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor therefore may be brought.

Authorization; Validity of Agreement. Buyer Seller has full corporate power and authority to execute and deliver this Agreement and the Collateral Agreements to which it is a party and and, except for delivery of directors' qualifying Shares, to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance by Buyer Seller of this Agreement and the Collateral AgreementsAgreement, and the consummation by it of the transactions contemplated hereby and therebyhereby, have has been duly authorized by its Board of Directors all necessary corporate action, and no other corporate action on the part of Buyer Seller is necessary to authorize the execution and delivery by Buyer Seller of this Agreement or the Collateral Agreements and the consummation by it of the transactions contemplated hereby or therebyhereby. This Agreement has been (and the Collateral Agreements will be) duly executed and delivered by Buyer, and, Seller and (assuming due and valid authorization, execution and delivery thereof hereof by Seller, this Agreement constitutes (and the Collateral Agreements when executed and delivered will constitutePurchaser) the legal, is a valid and binding obligation of Buyer, Seller enforceable against Buyer Seller in accordance with their respective its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Lawslaws, now or hereafter in effect, affecting creditors’ ' rights generally generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable 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. Buyer Seller has 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 contemplated hereby and therebyhereby. The execution, delivery and performance by Buyer Seller of this Agreement and the Collateral AgreementsAgreement, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by its Board of Directors and no other corporate action on the part of Buyer is necessary to authorize the execution and delivery by Buyer of this Agreement or the Collateral Agreements and the consummation by it of the transactions contemplated hereby or therebyhereby, have been duly authorized and no other corporate proceedings on the part of Seller are necessary to authorize the execution and delivery by Seller of this Agreement and the consummation by it of the transactions contemplated hereby. This Agreement has been (and the Collateral Agreements will be) duly executed and delivered by Buyer, and, Seller and (assuming due and valid authorization, execution and delivery thereof hereof by Seller, this Agreement constitutes (Purchaser and upon receipt of any required approval of the Collateral Agreements when executed and delivered will constituteBankruptcy Court) the legal, is a valid and binding obligation of Buyer, Seller enforceable against Buyer Seller in accordance with their respective its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Lawslaws, now or hereafter in effect, affecting creditors’ ' rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable 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. Buyer Each of Purchaser and Sub has full the requisite 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 contemplated hereby and therebyhereby. The execution, execution and delivery by Purchaser and performance by Buyer Sub of this Agreement and the Collateral Agreements, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by its Board the respective boards of Directors directors of Purchaser and Sub, and by Purchaser as the sole stockholder of Sub, and no other corporate action proceedings on the part of Buyer is Purchaser or Sub are necessary to authorize the execution and delivery by Buyer of this Agreement or the Collateral Agreements by Purchaser and Sub and the consummation by it of the transactions contemplated hereby or therebyhereby. This Agreement has been (and the Collateral Agreements will be) duly executed and delivered by Buyer, Purchaser and Sub and, assuming due and valid authorization, execution and delivery thereof by Seller, of this Agreement constitutes (and by the Collateral Agreements when executed and delivered will constitute) the legalCompany, is a valid and binding obligation of Buyereach of Purchaser and Sub, enforceable against Buyer each of them in accordance with their respective its terms, except that (i) as such enforcement enforceability may be subject to applicable or limited by bankruptcy, insolvency, reorganization, moratorium reorganization or other similar Lawslaws, now or hereafter in effect, affecting creditors’ the enforcement of creditors rights generally and (ii) generally, except that the remedy of specific performance and injunctive and other forms availability of equitable relief remedies, including specific performance, 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. Buyer Each of Purchaser and Sub has full the requisite 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 contemplated hereby and therebyhereby. The execution, execution and delivery by Purchaser and performance by Buyer Sub of this Agreement and the Collateral Agreements, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by its Board the respective boards of Directors directors of Purchaser and Sub, and by Purchaser as the sole stockholder of Sub, and no other corporate action proceedings on the part of Buyer is Purchaser or Sub are necessary to authorize the execution and delivery by Buyer of this Agreement or the Collateral Agreements by Purchaser and Sub and the consummation by it of the transactions contemplated hereby or therebyhereby. This Agreement has been (and the Collateral Agreements will be) duly executed and delivered by Buyer, Purchaser and Sub and, assuming due and valid authorization, execution and delivery thereof by Seller, of this Agreement constitutes (and by the Collateral Agreements when executed and delivered will constitute) the legalCompany, is a valid and binding obligation of Buyereach of Purchaser and Sub, enforceable against Buyer each of them in accordance with their respective its terms, except that (i) as such enforcement enforceability may be subject to applicable or limited by bankruptcy, insolvency, reorganization, moratorium reorganization or other similar Lawslaws, now or hereafter in effect, affecting the enforcement of creditors’ ' rights generally and (ii) generally, except that the remedy of specific performance and injunctive and other forms availability of equitable relief remedies, including specific performance, 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. Buyer The Company has full the requisite corporate power and authority to execute and deliver this Agreement and the Collateral Agreements and, subject to which it is a party and approval of its shareholders as contemplated by Section 5.5 hereof, to consummate the transactions contemplated hereby and therebyhereby. The execution, execution and delivery and performance by Buyer the Company of this Agreement and the Collateral Agreements, and the consummation of the transactions contemplated hereby and thereby, have been duly approved and authorized by the Board and, other than providing its Board shareholders with notice pursuant to Sections 55-7-05 and 55-13-20 of Directors the NCBCA and the Company's Bylaws and approval and adoption of this Agreement by its shareholders as contemplated by Section 5.6 hereof, no other corporate action proceedings on the part of Buyer is the Company are necessary to approve and authorize the execution and delivery by Buyer of this Agreement or by the Collateral Agreements Company and the consummation by it of the transactions contemplated hereby or therebyhereby. This Agreement has been (and the Collateral Agreements will be) duly executed and delivered by Buyer, the Company and, assuming due and valid authorization, execution and delivery thereof by Seller, of this Agreement constitutes (by Parent and the Collateral Agreements when executed and delivered will constitute) the legalMerger Subsidiary, is a valid and binding obligation of Buyerthe Company, enforceable against Buyer the Company in accordance with their respective its terms, except that (i) as such enforcement may be subject to applicable or limited by (a) bankruptcy, insolvency, reorganization, moratorium insolvency or other similar Lawslaws, now or hereafter in effect, affecting creditors’ the rights of creditors of insurance companies or the rights of creditors generally and (iib) the remedy effect of specific performance and injunctive and other forms general principles of equitable relief may be subject to equitable defenses and to the discretion equity (regardless of the court before which any whether enforceability is considered in a proceeding therefor may be broughtat law or in equity).

Authorization; Validity of Agreement. Buyer Each of Seller and HSI has full corporate the power and authority to execute and deliver this Agreement and the Collateral Agreements to which it is a party and to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance by Buyer Seller and HSI of this Agreement and the Collateral AgreementsAgreement, and the consummation by them of the transactions contemplated hereby and therebyhereby, have been duly authorized by its Board their respective Boards of Directors Directors, and except for the adoption of this Agreement by the requisite votes of the respective stockholders of Seller and HSI, no other corporate action on the part of Buyer Seller and HSI is necessary to authorize the execution and delivery by Buyer Seller and HSI of this Agreement or the Collateral Agreements and the consummation by it them of the transactions contemplated hereby or therebyhereby. This Agreement has been (and the Collateral Agreements will be) duly executed and delivered by Buyer, Seller and HSI and, assuming due and valid authorization, execution and delivery thereof hereof by SellerPurchaser, this Agreement constitutes (and the Collateral Agreements when executed and delivered will constitute) the legal, a valid and binding obligation of BuyerSeller and HSI, enforceable against Buyer Seller and HSI in accordance with their respective its terms, except that (ia) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Lawslaws, now or hereafter in effect, affecting creditors’ ' rights generally and and; (iib) the remedy of specific performance and injunctive and other forms of equitable 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. Buyer Purchaser has full the requisite corporate power and authority to execute execute, deliver and deliver perform this Agreement and the Collateral Agreements to which it is a party and to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance by Buyer Purchaser of this Agreement and the Collateral Agreements, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by its the Board of Directors of Purchaser, and no other corporate action proceedings on the part of Buyer is Purchaser are necessary to authorize the execution execution, delivery and delivery by Buyer performance of this Agreement or the Collateral Agreements by Purchaser and the consummation by it of the transactions contemplated hereby or therebyhereby. This Agreement has been (and the Collateral Agreements will be) duly executed and delivered by Buyer, Purchaser and, assuming due and valid authorization, execution and delivery thereof of this Agreement by Seller, this Agreement constitutes (and the Collateral Agreements when executed and delivered will constitute) the legal, is a valid and binding obligation of Buyer, Purchaser enforceable against Buyer Purchaser in accordance with their respective its terms, except that (i) as such enforcement enforceability may be subject to or limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Lawslaws, now or hereafter in effect, affecting the enforcement of creditors’ ' rights generally and (ii) generally, except that the remedy of specific performance and injunctive and other forms availability of equitable relief remedies, including specific performance, may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.