Common use of Due Incorporation and Authority Clause in Contracts

Due Incorporation and Authority. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to execute and deliver this Agreement and each other agreement required to be executed and delivered by the Purchaser pursuant hereto, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Purchaser of this Agreement and each other agreement required to be executed and delivered by the Purchaser pursuant hereto, and the consummation by the Purchaser of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Purchaser 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 constitutes a legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally and except as rights to specific enforcement may be limited by the application of equitable principles (whether such equitable principles are applied in a proceeding at law or in equity).

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

Due Incorporation and Authority. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware Tennessee and has all necessary 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 execute and deliver enter into this Agreement and each other agreement required to be executed and delivered by the Purchaser pursuant heretoAncillary Agreements, to perform carry out its obligations hereunder and thereunder, thereunder and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by the Purchaser of this Agreement and each other agreement required to be executed and delivered the Purchaser Ancillary Agreements, the performance by the Purchaser pursuant hereto, of its obligations hereunder and thereunder and the consummation by the Purchaser of the transactions contemplated hereby and thereby, thereby have been duly and validly authorized by all necessary requisite corporate action, and no other corporate proceedings action on the part of the Purchaser 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 therebyPurchaser. This Agreement has been duly and validly 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 Sellers, this Agreement constitutes a and the Purchaser Ancillary Agreements, upon execution and delivery, will constitute the legal, valid and binding obligation obligations of the Purchaser, enforceable against the Purchaser in accordance with its their respective terms, except as such enforcement to the extent enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting creditors' creditors rights generally and except as rights to specific or by general principles of equity (regardless of whether enforcement may be limited by the application of equitable principles (whether such equitable principles are applied is considered in a proceeding in equity or at law or in equitylaw).

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

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

Due Incorporation and Authority. The Purchaser Seller is a corporation duly organizedmutual insurance company domiciled, validly existing and in good standing under the laws of the State of Delaware New Jersey and has all requisite corporate power and authority to execute and deliver this Agreement and each other agreement required to be executed and delivered by the Purchaser Seller pursuant hereto, to perform its obligations hereunder and thereunder, thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Purchaser Seller of this Agreement and each other agreement required to be executed and delivered by the Purchaser Seller pursuant hereto, and the consummation by the Purchaser Seller of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Purchaser Seller are necessary to authorize the execution, delivery and performance by the Purchaser 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 Seller and constitutes a legal, valid and binding obligation of the PurchaserSeller, enforceable against the Purchaser Seller in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally and except as rights to specific enforcement may be limited by the application of equitable principles (whether such equitable principles are applied in a proceeding at law or in equity).

Due Incorporation and Authority. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware Nevada, and has all requisite power and authority to own, lease and operate its assets and business and to carry on its business as now being and as heretofore conducted. Purchaser has all requisite corporate power and authority to execute and deliver this Agreement and each other agreement required to be executed and delivered by the Purchaser pursuant hereto, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Purchaser of this Agreement and each other agreement required to be executed and delivered by the Purchaser pursuant heretothereto, and the consummation by the Purchaser of the transactions contemplated hereby and thereby, thereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Purchaser 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 constitutes (assuming this Agreement is a legal, valid and binding obligation of the Seller) constitutes valid and binding obligation or Purchaser, enforceable against the Purchaser it in accordance with its terms, except as that (i) such enforcement enforceability may be limited by subject to bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally and except as rights to specific enforcement may be limited by the application of equitable principles (whether such equitable principles are applied in a proceeding at law or in equity).fraudulent

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