Corporate and Stockholder Approval. This Agreement, and the execution, delivery and performance of same, have been duly approved by the Seller (and each Seller Entity) and constitutes a valid and binding obligation against the Seller (and each Seller Entity), enforceable in accordance with its terms, subject as to enforceability, to bankruptcy, insolvency reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). A copy of all corporate resolutions of each Seller Entity approving this Agreement and the transactions contemplated hereby shall be delivered by the Seller to the Purchaser upon the execution hereof. Other than the RGA Stockholder Consent (as hereinafter defined), no consent, approval, or order of any person, entity, organization, third party, lender, creditor or the shareholders of any entity is required in connection with the execution, delivery or performance of the transactions contemplated by this Agreement.
