Common use of Corporate Authorization; Binding Effect Clause in Contracts

Corporate Authorization; Binding Effect. (a) Buyer and each Buyer Designee, as the case may be, has or will have full corporate (or other limited company) power and authority to execute and deliver this Agreement and/or each other Transaction Document to which it is a party, to perform its obligations hereunder and thereunder, as applicable, and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer and each Buyer Designee, as the case may be, of the Transaction Documents to which it is a party and each other document, agreement or instrument to be executed and delivered by Buyer or such Buyer Designee, as the case may be, pursuant to the Transaction Documents, and the performance by Buyer and such Buyer Designee, as the case may be, of its obligations hereunder and thereunder, have been duly authorized by all necessary corporate action on the part of Buyer and such Buyer Designee, as applicable. (b) This Agreement has been, and each other Transaction Document to which Buyer or any Buyer Designee is a party will be, duly and validly executed and delivered by Buyer and/or the applicable Buyer Designee, as the case may be, and this Agreement is, and, when executed and delivered by Buyer or an applicable Buyer Designee, as the case may be, each of the other Transaction Documents to which Buyer or such Buyer Designee is a party will constitute, assuming due execution and delivery by the other parties to such Transaction Document, a valid and binding obligation of Buyer and/or the applicable Buyer Designee, as the case may be, enforceable against Buyer and/or the applicable Buyer Designee, as the case may be, in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is sought in equity or at law).

Corporate Authorization; Binding Effect. (a) Buyer The execution, delivery and performance by Seller of this Agreement, each Ancillary Agreement to which it will be a party and each Buyer Designeeother agreement, as the case may be, has or will have full corporate (or other limited company) power document and authority instrument to execute be executed and deliver delivered in connection with this Agreement and/or and each other Transaction Document Ancillary Agreement to which it is a party, to perform its obligations hereunder and thereunder, as applicable, and to consummate the consummation of the transactions contemplated hereby and thereby. The execution , are within the corporate powers of and delivery by Buyer and each Buyer Designeehave been, as the case may or will be, of the Transaction Documents to which it is a party and each other document, agreement or instrument to be executed and delivered by Buyer or such Buyer Designee, as the case may be, pursuant to the Transaction Documents, and the performance by Buyer and such Buyer Designee, as the case may be, of its obligations hereunder and thereunder, have been duly authorized by all necessary corporate action on the part of Buyer and such Buyer DesigneeSeller. This Agreement, as applicable. (b) This Agreement has been, and each other Transaction Document subject to which Buyer or any Buyer Designee is a party will be, duly and validly executed and delivered by Buyer and/or the applicable Buyer Designee, as the case may be, and this Agreement is, and, when executed and delivered by Buyer or an applicable Buyer Designee, as the case may be, each of the other Transaction Documents to which Buyer or such Buyer Designee is a party will constitute, assuming due execution and delivery hereof by the other parties to such Transaction Documenthereto, constitutes a valid and binding obligation agreement of Buyer and/or the applicable Buyer Designee, as the case may beSeller, enforceable against Buyer and/or the applicable Buyer Designee, as the case may be, Seller in accordance with its terms, except as such that the enforcement hereof may be limited by (i) bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws affecting now or hereinafter in effect relating to creditors’ rights generally or by and (ii) general principles of equity (regardless of whether enforcement enforceability is sought considered in a proceeding in equity or at law). As of the Closing Date (or, if applicable, in the case of the New York Accident and Health Coinsurance Agreement and the New York Accident and Health Administrative Services Agreement, the NY Closing Date), each Ancillary Agreement to which Seller will be a party and each other agreement, document and instrument to be executed and delivered in connection with this Agreement and each Ancillary Agreement to which it will be a party, subject to the due execution and delivery thereof by the other parties thereto, will constitute a valid and binding agreement of Seller, enforceable against Seller in accordance with its terms, except that the enforcement thereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereinafter in effect relating to creditors’ rights generally and (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law). (b) The execution, delivery and performance by any Affiliate of Seller of each Ancillary Agreement to which such Affiliate is or will be a party and each other agreement, document and instrument to be executed and delivered in connection with each Ancillary Agreement to which it is or will be a party, and the consummation of the transactions contemplated thereby, are within the corporate powers of each such Affiliate and have been, or will be, duly authorized by all necessary corporate action on the part of each such Affiliate. As of the Closing Date, (or, if applicable, in the case of the New York Accident and Health Coinsurance Agreement and the New York Accident and Health Administrative Services Agreement, the NY Closing Date), each Ancillary Agreement to which each such Affiliate will be a party and each other agreement, document and instrument to be executed and delivered in connection with each Ancillary Agreement to which it will be a party, subject to the due execution and delivery thereof by the other parties thereto, will constitute a valid and binding agreement of each such Affiliate, enforceable against such Affiliate in accordance with its terms, except that the enforcement thereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereinafter in effect relating to creditors’ rights generally and (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law).

Corporate Authorization; Binding Effect. (a) The execution, delivery and performance by Buyer of this Agreement and each Buyer Designee, as the case may be, has or will have full corporate (or other limited company) power and authority to execute and deliver this Ancillary Agreement and/or each other Transaction Document to which it is will be a party, and each other agreement, document and instrument to perform its obligations hereunder be executed and thereunder, as applicabledelivered in connection with this Agreement and each Ancillary Agreement to which it will be a party, and to consummate the consummation of the transactions contemplated hereby and thereby. The execution , are within Buyer’s corporate powers and delivery by Buyer and each Buyer Designee, as the case may be, of the Transaction Documents to which it is a party and each other document, agreement or instrument to be executed and delivered by Buyer or such Buyer Designee, as the case may be, pursuant to the Transaction Documents, and the performance by Buyer and such Buyer Designee, as the case may be, of its obligations hereunder and thereunder, have been duly authorized by all necessary corporate action on the part of Buyer and such Buyer DesigneeBuyer. This Agreement, as applicable. (b) This Agreement has been, and each other Transaction Document subject to which Buyer or any Buyer Designee is a party will be, duly and validly executed and delivered by Buyer and/or the applicable Buyer Designee, as the case may be, and this Agreement is, and, when executed and delivered by Buyer or an applicable Buyer Designee, as the case may be, each of the other Transaction Documents to which Buyer or such Buyer Designee is a party will constitute, assuming due execution and delivery hereof by the other parties to such Transaction Documenthereto, constitutes a valid and binding obligation agreement of Buyer and/or the applicable Buyer Designee, as the case may beBuyer, enforceable against Buyer and/or the applicable Buyer Designee, as the case may be, in accordance with its terms, except as such that the enforcement hereof may be limited by (i) bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws affecting now or hereinafter in effect relating to creditors’ rights generally or by and (ii) general principles of equity (regardless of whether enforcement enforceability is sought considered in a proceeding in equity or at law). As of the Closing Date, each Ancillary Agreement to which Buyer is a party, and each other agreement, document and instrument to be executed and delivered in connection with this Agreement and each Ancillary Agreement to which it will be a party, subject to the due execution and delivery thereof by the other parties thereto, will constitute a valid and binding agreement of Buyer, enforceable against Buyer in accordance with its terms, except that the enforcement thereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereinafter in effect relating to creditors’ rights generally and (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law). (b) The execution, delivery and performance by each Affiliate of Buyer of each Ancillary Agreement to which it is a party and each other agreement, document and instrument to be executed and delivered in connection with each Ancillary Agreement to which it will be a party, and the consummation of the transactions contemplated thereby, are within the corporate powers of each such Affiliate, and have been duly authorized by all necessary corporate action on the part of each such Affiliate. As of the Closing Date, each Ancillary Agreement to which each Affiliate of Buyer will be a party and each other agreement, document and instrument to be executed and delivered in connection with each Ancillary Agreement to which it will be a party, subject to the due execution and delivery thereof by the other parties thereto, will constitute a valid and binding agreement of each such Affiliate, enforceable against such Affiliate in accordance with its terms.

Corporate Authorization; Binding Effect. (a) Buyer The execution, delivery and performance by Seller of this Agreement, each Ancillary Agreement to which it will be a party and each Buyer Designeeother agreement, as the case may be, has or will have full corporate (or other limited company) power document and authority instrument to execute be executed and deliver delivered in connection with this Agreement and/or and each other Transaction Document Ancillary Agreement to which it is a party, to perform its obligations hereunder and thereunder, as applicable, and to consummate the consummation of the transactions contemplated hereby and thereby. The execution , are within the corporate powers of and delivery by Buyer and each Buyer Designeehave been, as the case may or will be, of the Transaction Documents to which it is a party and each other document, agreement or instrument to be executed and delivered by Buyer or such Buyer Designee, as the case may be, pursuant to the Transaction Documents, and the performance by Buyer and such Buyer Designee, as the case may be, of its obligations hereunder and thereunder, have been duly authorized by all necessary corporate action on the part of Buyer Seller. This Agreement, subject to the due execution and such Buyer Designeedelivery hereof by the other parties hereto, constitutes a valid and binding agreement of Seller, enforceable against Seller in accordance with its terms. As of the Closing Date or the dates of the Core Coinsurance Closing, the Non Core Coinsurance Closing and the AIT Merger Closing, as applicable, each Ancillary Agreement to which Seller will be a party and each other agreement, document and instrument to be executed and delivered in connection with this Agreement and each Ancillary Agreement to which it will be a party, subject to the due execution and delivery thereof by the other parties thereto, will constitute a valid and binding agreement of Seller, as applicable, enforceable against Seller in accordance with its terms. (b) This The execution, delivery and performance by any Affiliate of Seller of each Ancillary Agreement has been, to which such Affiliate is a party and each other Transaction Document agreement, document and instrument to be executed and delivered in connection with each Ancillary Agreement to which Buyer it will be a party, and the consummation of the transactions contemplated thereby, are within the corporate powers of each such Affiliate, and have been, or any Buyer Designee is a party will be, duly authorized by all necessary corporate action on the part of each such Affiliate. As of the Closing Date or the dates of the Core Coinsurance Closing, the Non-Core Coinsurance Closing or the AIT Merger Closing, as applicable, each Ancillary Agreement to which such Affiliate will be a party and validly each other agreement, document and instrument to be executed and delivered by Buyer and/or the applicable Buyer Designee, as the case may be, and this in connection with each Ancillary Agreement is, and, when executed and delivered by Buyer or an applicable Buyer Designee, as the case may be, each of the other Transaction Documents to which Buyer or such Buyer Designee is it will be a party will constituteparty, assuming subject to the due execution and delivery thereof by the other parties to such Transaction Documentthereto, will constitute a valid and binding obligation agreement of Buyer and/or the applicable Buyer Designee, as the case may be, each such Affiliate enforceable against Buyer and/or the applicable Buyer Designee, as the case may be, such Affiliate in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is sought in equity or at law).