Common use of Due Incorporation and Authority Clause in Contracts

Due Incorporation and Authority. The Purchaser is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and has all necessary company power and authority to own, lease and operate its properties and to carry on its business as now being conducted. The Purchaser has all requisite power and authority to enter into this Agreement and the other Transaction Documents, carry out its obligations hereunder and thereunder and consummate the transactions contemplated hereby and thereby. The execution and delivery by the Purchaser of this Agreement and the other Transaction Documents, the performance by the Purchaser of its obligations hereunder and thereunder and the consummation by the Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of the Purchaser. This Agreement has been duly executed and delivered by the Purchaser, and, assuming the due authorization, execution and delivery hereof by the Seller, this Agreement and the other Transaction Documents constitute (or will constitute upon due execution and delivery) the legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with their terms, except to the extent enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting creditors rights generally or by general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).

Due Incorporation and Authority. The Purchaser is a limited liability company corporation duly organized, validly existing and in good standing under the laws of the State of Delaware Tennessee and has all necessary company corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. The Purchaser has all requisite corporate power and authority to enter into this Agreement and the other Transaction DocumentsPurchaser Ancillary Agreements, carry out its obligations hereunder and thereunder and consummate the transactions contemplated hereby and thereby. The execution and delivery by the Purchaser of this Agreement and the other Transaction DocumentsPurchaser Ancillary Agreements, the performance by the Purchaser of its obligations hereunder and thereunder and the consummation by the Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Purchaser. This Agreement has been duly executed and delivered by the Purchaser, the Purchaser Ancillary Agreements will be, upon delivery, duly executed and delivered by the Purchaser, and, assuming the due authorization, execution and delivery hereof by the SellerSellers, this Agreement constitutes and the other Transaction Documents constitute (or will constitute Purchaser Ancillary Agreements, upon due execution and delivery) , will constitute the legal, valid and binding obligation obligations of the Purchaser, enforceable against the Purchaser in accordance with their respective terms, except to the extent enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting creditors rights generally or by general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).

Due Incorporation and Authority. The Purchaser is a limited liability company corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and New York. The Purchaser has all necessary company requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure to have such power and authority would not reasonably be expected to materially impair or delay the ability of the Purchaser to consummate the transactions contemplated hereby. The Purchaser has all requisite corporate power and authority to enter into this Agreement and the other Transaction DocumentsAgreement, carry out its obligations hereunder and thereunder and consummate the transactions contemplated hereby and therebyhereby. The execution and delivery by the Purchaser of this Agreement and the other Transaction DocumentsAgreement, the performance by the Purchaser of its obligations hereunder and thereunder and the consummation by the Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the PurchaserPurchaser and no other corporate proceedings on the part of the Purchaser are necessary to authorize the execution and delivery of this Agreement or to consummate the other transactions contemplated hereby. This Agreement has been duly executed and delivered by the Purchaser, and, assuming the due authorization, execution and delivery hereof by the SellerSellers, this Agreement and the other Transaction Documents constitute (or will constitute upon due execution and delivery) the legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with their its terms, except to the extent enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting creditors rights generally or by general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).

Due Incorporation and Authority. The Purchaser is a limited liability company corporation duly organized, validly existing and in good standing under the laws of the State of Delaware Nevada, and has all necessary company requisite power and authority to own, lease and operate its properties assets and business and to carry on its business as now being and as heretofore conducted. The Purchaser has all requisite corporate power and authority to enter into execute and deliver this Agreement and the each other Transaction Documents, carry out its obligations hereunder agreement required to be executed and thereunder and to consummate the transactions contemplated hereby and thereby. The execution execution, delivery and delivery performance by the Purchaser of this Agreement and the each other Transaction Documentsagreement required to be executed and delivered by Purchaser pursuant thereto, the performance by the Purchaser of its obligations hereunder and thereunder and the consummation by the Purchaser of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite action necessary corporate action, and no other corporate proceedings on the part of Purchaser are necessary to authorize the Purchaserexecution, delivery and performance by Purchaser of this Agreement and each of the other agreements contemplated by this Agreement, or the consummation of the transactions contemplated hereby and thereby. This Agreement has been duly and validly executed and delivered by the Purchaser, and, Purchaser and (assuming the due authorization, execution and delivery hereof by the Seller, this Agreement and the other Transaction Documents constitute (or will constitute upon due execution and delivery) the legal, is a valid and binding obligation of the Seller) constitutes valid and binding obligation or Purchaser, enforceable against the Purchaser it in accordance with their its terms, except to the extent that (i) such enforceability may be limited by subject to bankruptcy, insolvency, moratorium or other similar laws affecting creditors rights generally or by general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).fraudulent

Due Incorporation and Authority. The Purchaser Each Seller is a limited liability company corporation duly organized, validly existing and in good standing under the laws of its state of incorporation and the State of Delaware and has Sellers have all necessary company corporate power and authority to own, lease and operate its properties the Transferred Assets and to carry on its business the Business as it is now being conducted. The Purchaser has Subject to the entry of the Sale Approval Order, (a) the Sellers have all requisite corporate power and authority to enter into this Agreement and the other Transaction Documents, carry out its their obligations hereunder and thereunder and consummate the transactions contemplated hereby and thereby. The (b) the execution and delivery by the Purchaser Sellers of this Agreement and the other Transaction Documents, the performance by the Purchaser Sellers of its their respective obligations hereunder and thereunder and the consummation by the Purchaser Sellers of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the PurchaserSellers. This Agreement has and the other Transaction Documents have been duly executed and delivered by the PurchaserSellers, and, upon entry of the Sale Approval Order (assuming the due authorization, execution and delivery hereof by the SellerPurchaser and satisfaction of all conditions to the Closing), this Agreement and the other Transaction Documents constitute (or will constitute upon due execution and delivery) the legal, valid and binding obligation of the PurchaserSellers, enforceable against the Purchaser Sellers in accordance with their terms, except to the extent enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting creditors rights generally or by general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). Each Seller is in good standing and is qualified to do business in every jurisdiction in which it is required to be qualified, except where the failure to be in good standing or to obtain such qualification would not have a Material Adverse Effect or materially impede the ability of the Sellers to consummate the transactions contemplated hereby.

Due Incorporation and Authority. The Purchaser Seller is a limited liability mutual insurance company duly organizeddomiciled, validly existing and in good standing under the laws of the State of Delaware New Jersey and has all necessary company requisite corporate power and authority to own, lease execute and operate its properties and to carry on its business as now being conducted. The Purchaser has all requisite power and authority to enter into deliver this Agreement and each other agreement required to be executed and delivered by the other Transaction DocumentsSeller pursuant hereto, carry out to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution execution, delivery and delivery performance by the Purchaser Seller of this Agreement and the each other Transaction Documents, the performance agreement required to be executed and delivered by the Purchaser of its obligations hereunder and thereunder Seller pursuant hereto, and the consummation by the Purchaser Seller of the transactions contemplated hereby and thereby thereby, have been duly and validly authorized by all requisite action necessary corporate action, and no other corporate proceedings on the part of the PurchaserSeller are necessary to authorize the execution, delivery and performance by the Seller of this Agreement and each of the other agreements contemplated by this Agreement, or the consummation of the transactions contemplated hereby and thereby. This Agreement has been duly and validly executed and delivered by the Purchaser, and, assuming the due authorization, execution Seller and delivery hereof by the Seller, this Agreement and the other Transaction Documents constitute (or will constitute upon due execution and delivery) the constitutes a legal, valid and binding obligation of the PurchaserSeller, enforceable against the Purchaser Seller in accordance with their its terms, except to the extent enforceability as such enforcement may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting creditors creditors' rights generally or and except as rights to specific enforcement may be limited by general the application of equitable principles of equity (regardless of whether enforcement is considered such equitable principles are applied in a proceeding at law or in equity or at lawequity).

Due Incorporation and Authority. The Purchaser is a limited liability company corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all necessary company requisite corporate power and authority to own, lease execute and operate its properties and to carry on its business as now being conducted. The Purchaser has all requisite power and authority to enter into deliver this Agreement and each other agreement required to be executed and delivered by the other Transaction DocumentsPurchaser pursuant hereto, carry out to perform its obligations hereunder and thereunder thereunder, and to consummate the transactions contemplated hereby and thereby. The execution execution, delivery and delivery performance by the Purchaser of this Agreement and the each other Transaction Documents, the performance agreement required to be executed and delivered by the Purchaser of its obligations hereunder and thereunder pursuant hereto, and the consummation by the Purchaser of the transactions contemplated hereby and thereby thereby, have been duly and validly authorized by all requisite action necessary corporate action, and no other corporate proceedings on the part of the PurchaserPurchaser are necessary to authorize the execution, delivery and performance by the Purchaser of this Agreement and each of the other agreements contemplated by this Agreement, or the consummation of the transactions contemplated hereby and thereby. This Agreement has been duly and validly executed and delivered by the Purchaser, and, assuming the due authorization, execution Purchaser and delivery hereof by the Seller, this Agreement and the other Transaction Documents constitute (or will constitute upon due execution and delivery) the constitutes a legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with their its terms, except to the extent enforceability as such enforcement may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting creditors creditors' rights generally or and except as rights to specific enforcement may be limited by general the application of equitable principles of equity (regardless of whether enforcement is considered such equitable principles are applied in a proceeding at law or in equity or at lawequity).

Due Incorporation and Authority. The Purchaser is a limited liability company corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and Delaware. The Purchaser has all necessary company requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure to have such power and authority would not reasonably be expected to materially impair or delay the ability of the Purchaser to consummate the transactions contemplated hereby. The Purchaser has all requisite corporate power and authority to enter into this Agreement and the other Transaction DocumentsAgreement, carry out its obligations hereunder and thereunder and consummate the transactions contemplated hereby and therebyhereby. The execution and delivery by the Purchaser of this Agreement and the other Transaction DocumentsAgreement, the performance by the Purchaser of its obligations hereunder and thereunder and the consummation by the Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the PurchaserPurchaser and no other corporate proceedings on the part of the Purchaser are necessary to authorize the execution and delivery of this Agreement or to consummate the other transactions contemplated hereby. This Agreement has been duly executed and delivered by the Purchaser, and, assuming the due authorization, execution and delivery hereof by the Seller, this Agreement and the other Transaction Documents constitute (or will constitute upon due execution and delivery) the legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with their its terms, except to the extent enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting creditors rights generally or by general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).

Due Incorporation and Authority. The Each of the Purchaser and SHC is a limited liability company corporation duly organized, validly existing and in good standing under the laws of the State of Delaware Michigan and has all necessary company power the State of Delaware, respectively. Each of the Purchaser and authority to own, lease and operate its properties and to carry on its business as now being conducted. The Purchaser SHC has all requisite corporate power and authority to enter into this Agreement and the other Transaction DocumentsAgreement, carry out its obligations hereunder and thereunder and consummate the transactions contemplated hereby and therebyhereby. The execution and delivery by the Purchaser and SHC of this Agreement and the other Transaction DocumentsAgreement, the performance by the Purchaser and SHC of its obligations hereunder and thereunder and the consummation by the Purchaser and SHC of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the PurchaserPurchaser and SHC and no other corporate proceedings on the part of the Purchaser and SHC are necessary to authorize the execution and delivery of this Agreement or to consummate the other transactions contemplated hereby. This Agreement has been duly executed and delivered by the PurchaserPurchaser and SHC, and, assuming the due authorization, execution and delivery hereof by the Seller, this Agreement and the other Transaction Documents constitute (or will constitute upon due execution and delivery) constitutes the legal, valid and binding obligation of the PurchaserPurchaser and SHC, enforceable against the Purchaser and SHC in accordance with their its terms, except to the extent enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting creditors creditors’ rights generally or by general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).