Common use of Corporate Authorization; Validity of Agreement; Necessary Action Clause in Contracts

Corporate Authorization; Validity of Agreement; Necessary Action. Each of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by each of Parent and Merger Sub of this Agreement and the consummation by them of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of the Parent or Merger Sub are necessary to authorize the execution and delivery by them of this Agreement and the consummation by them of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub, and constitutes the legal, valid and binding obligation of Parent and Merger, enforceable against each of them in accordance with its 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 may be brought.

Corporate Authorization; Validity of Agreement; Necessary Action. Each of Parent and Merger Sub has all necessary the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by each of Parent and Merger Sub of this Agreement and the consummation by them Parent of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action the Parent Board, and no other corporate action or proceedings on the part of the Parent or Merger Sub are necessary to authorize the execution and delivery by them Parent of this Agreement Agreement, and the consummation by them Parent of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Merger SubParent, and and, assuming this Agreement constitutes the legal, a valid and binding obligation of Parent the Stockholders, constitutes a valid and Mergerbinding obligation of Parent, enforceable against each of them Parent in accordance with 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 may be brought.

Corporate Authorization; Validity of Agreement; Necessary Action. Each of Parent and Merger Sub has all necessary full corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by each of Parent and Merger Sub of this Agreement and the consummation by them Parent of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action the Board of Directors of Parent, and no other corporate action or proceedings on the part of the Parent or Merger Sub are necessary to authorize the execution and delivery by them Parent of this Agreement Agreement, and the consummation by them Parent of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Merger SubParent, and and, assuming this Agreement constitutes the legal, a valid and binding obligation of Parent the Stockholders and Mergerthe Company, constitutes valid and binding obligations of Parent, enforceable against each of them it in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium insolvency or other similar laws, 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.

Corporate Authorization; Validity of Agreement; Necessary Action. Each of Parent and Merger Sub The Company has all necessary full corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by each of Parent and Merger Sub the Company of this Agreement and the consummation by them the Company of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action the Board of Directors of the Company, and no other corporate action or proceedings on the part of the Parent or Merger Sub Company are necessary to authorize the execution and delivery by them the Company of this Agreement Agreement, and the consummation by them the Company of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Merger Subthe Company, and and, assuming this Agreement constitutes the legal, a valid and binding obligation of Parent the Stockholders and MergerParent, constitutes valid and binding obligations of the Company, enforceable against each of them it in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium insolvency or other similar laws, 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.

Corporate Authorization; Validity of Agreement; Necessary Action. Each of Parent and Merger Sub has all necessary the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by each of Parent and Merger Sub of this Agreement and the consummation by them Parent of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action the Parent Board, and no other corporate action or proceedings on the part of the Parent or Merger Sub are necessary to authorize the execution and delivery by them Parent of this Agreement Agreement, and the consummation by them Parent of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Merger SubParent, and and, assuming this Agreement constitutes the legal, a valid and binding obligation of Parent the Stockholders and Mergerthe Company, constitutes a valid and binding obligation of Parent, enforceable against each of them Parent in accordance with 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 may be brought.

Corporate Authorization; Validity of Agreement; Necessary Action. Each of Parent and Merger Sub The Company has all necessary the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by each of Parent and Merger Sub the Company of this Agreement and the consummation by them the Company of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action the Company Board, and no other corporate action or proceedings on the part of the Parent or Merger Sub Company are necessary to authorize the execution and delivery by them the Company of this Agreement Agreement, and the consummation by them the Company of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Merger Subthe Company, and and, assuming this Agreement constitutes the legal, a valid and binding obligation of Parent the Stockholders and MergerParent, constitutes a valid and binding obligation of the Company, enforceable against each of them the Company in accordance with 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 may be brought.

Corporate Authorization; Validity of Agreement; Necessary Action. Each of the Parent and the Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by each of the Parent and the Merger Sub of this Agreement and the consummation by them of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of the Parent or the Merger Sub are necessary to authorize the execution and delivery by them of this Agreement and the consummation by them of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Parent and the Merger Sub, and constitutes the legal, valid and binding obligation of the Parent and MergerMerger Sub, enforceable against each of them in accordance with its terms, except that (i) such as the enforcement thereof may be subject to limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, Laws affecting creditors' the rights of creditors 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 may be broughtgeneral equity principles.

Corporate Authorization; Validity of Agreement; Necessary Action. Each of Parent and Merger Sub The Company has all necessary full corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by each of Parent and Merger Sub the Company of this Agreement and the consummation by them the Company of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action the Board of Directors of the Company, and no other corporate action or proceedings on the part of the Parent or Merger Sub Company are necessary to authorize the execution and delivery by them the Company of this Agreement Agreement, and the consummation by them the Company of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Merger Subthe Company, and and, assuming this Agreement constitutes the legal, a valid and binding obligation of Parent the Stockholders, constitutes valid and Mergerbinding obligations of the Company, enforceable against each of them it in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium insolvency or other similar laws, 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.

Corporate Authorization; Validity of Agreement; Necessary Action. Each of Parent and Merger Sub has all necessary full corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by each of Parent and Merger Sub of this Agreement and the consummation by them Parent and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action (i) the Board of Governors of Farmers Group Inc. and its affiliated Exchanges, (ii) Zurich Financial Services Group’s Finance Council, and (iii) the Board of Directors of Zurich Financial Services, and no other corporate action or proceedings on the part of the Parent or Merger Sub are necessary to authorize the execution and delivery by them Parent or Merger Sub of this Agreement Agreement, and the consummation by them Parent or Merger Sub of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub, and and, assuming this Agreement constitutes the legal, a valid and binding obligation of the Stockholders, constitutes valid and binding obligations of Parent and MergerMerger Sub, enforceable against each of them in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium insolvency or other similar laws, 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.

Corporate Authorization; Validity of Agreement; Necessary Action. Each of Parent and Merger Sub has all necessary full corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by each of Parent and Merger Sub of this Agreement and the consummation by them Parent and Sub of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action their respective boards of directors, and no other corporate action or proceedings on the part of the Parent or Merger Sub are necessary to authorize the execution and delivery by them Parent or Sub of this Agreement Agreement, and the consummation by them Parent or Sub of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub, and and, assuming this Agreement constitutes the legal, a valid and binding obligation of the Stockholders, constitutes valid and binding obligations of Parent and MergerSub, enforceable against each of them in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium insolvency or other similar laws, 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.

Corporate Authorization; Validity of Agreement; Necessary Action. Each of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by each of Parent and Merger Sub of this Agreement and the consummation by them of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of the Parent or Merger Sub are necessary to authorize the execution and delivery by them of this Agreement and the consummation by them of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub, and constitutes the legal, valid and binding obligation of Parent and Merger, enforceable against each of them in accordance with its 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 may be brought.

Corporate Authorization; Validity of Agreement; Necessary Action. Each of Parent and Merger Sub The Company has all necessary full corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by each of Parent and Merger Sub the Company of this Agreement and the consummation by them the Company of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action the Board of Directors of the Company and no other corporate action or proceedings on the part of the Parent or Merger Sub are Company is necessary to authorize the execution and delivery by them the Company of this Agreement Agreement, and the consummation by them the Company of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company, and, assuming this Agreement constitutes a valid and binding obligation of the Stockholders and Parent and Merger Sub, and constitutes the legal, valid and binding obligation obligations of Parent and Mergerthe Company, enforceable against each of them in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium insolvency or other similar laws, 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.

Corporate Authorization; Validity of Agreement; Necessary Action. Each of Parent and Merger Sub has all necessary the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by each of Parent and Merger Sub of this Agreement and the consummation by them Parent of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action the Parent Board, and no other corporate action or proceedings on the part of the Parent or Merger Sub are necessary to authorize the execution and delivery by them Parent of this Agreement Agreement, and the consummation by them Parent of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Merger SubParent, and and, assuming this Agreement constitutes the legal, a valid and binding obligation of Parent Shareholder, constitutes a valid and Mergerbinding obligation of Parent, enforceable against each of them Parent in accordance with 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 may be brought.