Common use of Incorporation and Authority of the Acquired Companies Clause in Contracts

Incorporation and Authority of the Acquired Companies. (a) Each of the Acquired Companies (i) is a corporation or other organization duly incorporated or organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation or organization, (ii) is duly qualified as a foreign corporation or other organization to do business and is in good standing in each jurisdiction where the character of its owned, operated or leased properties or the nature of its activities makes such qualification necessary and (iii) has the requisite corporate or other power and authority to operate its business as now conducted, except in the case of clause (ii), where the failures to be so qualified, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. (b) Each of the Acquired Companies has all requisite corporate power to enter into, consummate the transactions contemplated by, and carry out its obligations under, the Transaction Agreements to which it is or will be a party. The execution and delivery by each of the Acquired Companies of the Transaction Agreements to which it is or will be a party, and the consummation by each of the Acquired Companies of the transactions contemplated by, and the performance by each of the Acquired Companies of its obligations under, such Transaction Agreements have been duly authorized by all requisite corporate action on the part of such entity. Upon execution and delivery of the Transaction Agreements and the Specified Third-Party Reinsurance Transaction Documents to which each of the Acquired Companies is or will be a party, such Transaction Agreements and the Specified Third-Party Reinsurance Transaction Documents will be duly executed and delivered by each of the Acquired Companies, and (assuming due authorization, execution and delivery by each other party to such Transaction Agreements) such Transaction Agreements and the Specified Third-Party Reinsurance Transaction Documents will constitute, the legal, valid and binding obligation of each of the Acquired Companies, enforceable against it in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, rehabilitation, liquidation, fraudulent conveyance or similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to the effect of general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (c) Seller has made available to Buyer copies of the organizational documents of the Acquired Companies, in each case as amended and in effect as of the date hereof. (d) None of the Acquired Companies (i) is the subject of any supervision, conservation, rehabilitation, liquidation, receivership, insolvency, bankruptcy or other proceeding or (ii) since January 1, 2014, has received any written notice from any Governmental Authority or other Person threatening to seek to initiate any such proceeding.

Incorporation and Authority of the Acquired Companies. (a) Each of the Acquired Companies (i) Company is a corporation or other organization legal entity duly incorporated or organized, validly existing and in good standing under the Laws of its the jurisdiction of incorporation in which it is incorporated or organization, (ii) organized. Each Acquired Company is duly qualified as a foreign corporation or other organization entity to do business and is in good standing in each jurisdiction where the character of its owned, operated or leased properties or the nature of its activities makes such qualification necessary and (iii) has the requisite corporate or other power and authority to operate its business as now conducted, except in the case of clause (iigood standing, to the extent such jurisdiction recognizes such concept), except for jurisdictions where the failures to be so qualifiedqualified or in good standing, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Each Acquired Company has the requisite entity power and authority to hold its property and assets and to conduct its business as now conducted, except where the failures to have such entity power and authority, individually or in the aggregate, would not reasonably be expected to, individually or in the aggregate, have a material and adverse effect on the Business or the Acquired Companies, taken as a whole. (b) Each Transferred Company, and as of Closing, each of the Acquired Companies Companies, has all requisite corporate power power, authority and capacity to enter into, consummate the transactions contemplated by, and carry out its obligations under, each of the Transaction Agreements to which it such Person is or will be a party. The execution and delivery by each of the Acquired Companies Companies, of the Transaction Agreements to which it such Person is or will be a party, and the consummation by each of the Acquired Companies such Person of the transactions contemplated by, and the performance by each of the Acquired Companies such Person of its obligations under, such Transaction Agreements have been duly authorized by all requisite corporate action on the part of such entityPerson. Upon execution and delivery of the Transaction Agreements and the Specified Third-Party Reinsurance Transaction Documents to which each of the an Acquired Companies Company is or will be a party, such Transaction Agreements and the Specified Third-Party Reinsurance Transaction Documents will be duly executed and delivered by each of the Acquired Companiessuch Person, and (assuming due authorization, execution and delivery by each other party to such Transaction Agreements) such Transaction Agreements and the Specified Third-Party Reinsurance Transaction Documents will constitute, the legal, valid and binding obligation of each of the Acquired Companiessuch Person, enforceable against it in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, rehabilitation, liquidation, fraudulent conveyance or similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to the effect of general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (c) Seller has made available to Buyer true and complete copies of the certificate of formation, operating agreement or similar organizational documents and any amendments thereto of the each Acquired CompaniesCompany, in each case as amended and in effect as of the date hereof, and no Acquired Company is or has been in material violation of its organizational documents. (d) None of the Acquired Companies (i) is the subject of any supervision, conservation, rehabilitation, liquidation, receivership, insolvency, bankruptcy or other proceeding or (ii) since January 1, 2014, has received any written notice from any Governmental Authority or other Person threatening to seek to initiate any such proceeding.

Incorporation and Authority of the Acquired Companies. (a) Each of the Acquired Companies (i) Company is a corporation or other organization legal entity duly incorporated or organized, validly existing and in good standing under the Laws of its the jurisdiction in which it is incorporated or organized (in the case of incorporation or organizationgood standing, (ii) to the extent such jurisdiction recognizes such concept). Each Acquired Company is duly qualified as a foreign corporation or other organization entity to do business and is in good standing in each jurisdiction where the character of its owned, operated or leased properties or the nature of its activities makes such qualification necessary and (iii) has the requisite corporate or other power and authority to operate its business as now conducted, except in the case of clause (iigood standing, to the extent such jurisdiction recognizes such concept), except for jurisdictions where the failures to be so qualifiedqualified or in good standing, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Each Acquired Company has the requisite entity power and authority to operate its business as now conducted, except where the failures to have such entity power and authority, individually or in the aggregate, would not reasonably be expected to be material and adverse to the Business, taken as a whole. (b) Each of the Acquired Companies Company has all requisite corporate or similar power and authority to enter into, consummate the transactions contemplated by, and carry out its obligations under, the Transaction Agreements to which it such Person is or will be a party. The execution and delivery by each of the Acquired Companies Company of the Transaction Agreements to which it such Person is or will be a party, and the consummation by each of the Acquired Companies such Person of the transactions contemplated by, and the performance by each of the Acquired Companies such Person of its obligations under, such Transaction Agreements have been duly authorized by all requisite corporate action on the part of such entityPerson. Upon execution and delivery of the Transaction Agreements and the Specified Third-Party Reinsurance Transaction Documents to which each of the an Acquired Companies Company, is or will be a party, such Transaction Agreements and the Specified Third-Party Reinsurance Transaction Documents will be duly executed and delivered by each of the Acquired Companiessuch Person, and (assuming due authorization, execution and delivery by each other party to such Transaction Agreements) such Transaction Agreements and the Specified Third-Party Reinsurance Transaction Documents will constitute, the legal, valid and binding obligation of each of the Acquired Companiessuch Person, enforceable against it in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, rehabilitation, liquidation, fraudulent conveyance or similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to the effect of general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (c) Seller has made available to Buyer true, correct and complete copies of the certificate of formation or similar organizational documents of the each Acquired CompaniesCompany, in each case as amended and in effect as of the date hereof, and no amendment or other modification thereto has been filed, recorded or is pending or contemplated. (d) None of the Acquired Companies The Company has not conducted any business activities other than activities (i) is the subject of any supervision, conservation, rehabilitation, liquidation, receivership, insolvency, bankruptcy or other proceeding in connection with its organization; or (ii) since January 1, 2014, has received any written notice from any Governmental Authority or other Person threatening to seek to initiate any such proceedingdirected toward the accomplishment of the consummation of the transactions contemplated by this Agreement and the Transaction Agreements.

Incorporation and Authority of the Acquired Companies. (a) Each of the Acquired Companies (i) is a corporation or other organization duly incorporated or organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation or organization, (ii) is duly qualified as a foreign corporation or other organization to do business and is in good standing in each jurisdiction where the character of its owned, operated or leased properties or the nature of its activities makes such qualification necessary and (iii) has the requisite corporate or other power and authority to operate its business as now conducted, except in the case of clause (ii), where the failures failure to be so qualified, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. (b) Each of the Acquired Companies has all requisite corporate power to enter into, consummate the transactions contemplated by, and carry out its obligations under, the Transaction Agreements to which it is or will be a party. The execution and delivery by each of the Acquired Companies of the Transaction Agreements to which it is or will be a party, and the consummation by each of the Acquired Companies of the transactions contemplated by, and the performance by each of the Acquired Companies of its obligations under, such Transaction Agreements have been duly authorized by all requisite corporate action on the part of such entity. Upon execution and delivery of the Transaction Agreements and the Specified Third-Party Reinsurance Transaction Documents to which each of the Acquired Companies is or will be a party, such Transaction Agreements and the Specified Third-Party Reinsurance Transaction Documents will be duly executed and delivered by each of the Acquired Companies, and (assuming due authorization, execution and delivery by each other party to such Transaction Agreements) such Transaction Agreements and the Specified Third-Party Reinsurance Transaction Documents will constitute, the legal, valid and binding obligation of each of the Acquired Companies, enforceable against it in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, rehabilitation, liquidation, fraudulent conveyance or similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to the effect of general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (c) Seller has made available to Buyer copies of the organizational documents of the Acquired Companies, in each case as amended and in effect as of the date hereof. (d) None of the Acquired Companies (i) is the subject of any supervision, conservation, rehabilitation, liquidation, receivership, insolvency, bankruptcy or other proceeding or (ii) since January 1, 20142018, has received any written notice from any Governmental Authority or other Person threatening to seek to initiate any such proceeding.