Common use of Incorporation and Authority of the Company Clause in Contracts

Incorporation and Authority of the Company. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all necessary corporate power and authority to conduct its business as it is now being conducted, to own or use the properties and assets that it purports to own or use, to enter into this Agreement, to carry out its obligations hereunder and to consummate the transac- tions contemplated hereby. The Company is duly qualified to do business as a foreign corporation and is in good standing under the laws of each state or other jurisdiction in which either the ownership or use of the properties owned or used by it, or the nature of the activities conducted by it, requires such qualification, except for such failures which, when taken together with all other such failures, would not have a Material Adverse Effect. Except for the stockholder and bond-holder approvals described in Section 3.4, the execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder and the consummation by the Company of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of the Company. This Agreement has been duly executed and delivered by the Company and (assuming due authorization, execution and delivery by each of the Purchasers) constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms. The Company has delivered to each of ITT, MS and CapRe correct and complete copies of the Certificate of Incorporation and the Bylaws of the Company and each Subsidiary, as currently in effect.

Incorporation and Authority of the Company. The Company ------------------------------------------------------- is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all necessary corporate power and authority to conduct its business as it is now being conducted, to own or use the properties and assets that it purports to own or use, to enter into this Agreement, to carry out its obligations hereunder and to consummate the transac- tions transactions contemplated hereby. The Company is duly qualified to do business as a foreign corporation and is in good standing under the laws of each state or other jurisdiction in which either the ownership or use of the properties owned or used by it, or the nature of the activities conducted by it, requires such qualification, except for such failures which, when taken together with all other such failures, would not have a Material Adverse Effect. Except for the stockholder and bond-holder approvals approval of the Charter Amendments by the stockholders as described in Section 3.4, the execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder and the consummation by the Company of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of the Company. This Agreement has been duly executed and delivered by the Company and (assuming due authorization, execution and delivery by each of the PurchasersNoteholders) constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms. The Company has delivered made available to each of ITT, MS and CapRe Noteholder correct and complete copies of the Certificate of Incorporation and the Bylaws of the Company and each Subsidiary, as currently in effect.

Incorporation and Authority of the Company. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all necessary corporate power and authority to conduct its business as it is now being conducted, to own or use the properties and assets that it purports to own or use, to enter into this Agreement, and to carry out its obligations hereunder and to consummate the transac- tions transactions contemplated hereby. The Company is duly qualified to do business as a foreign corporation and is in good standing under the laws of each state or other jurisdiction in which either the ownership or use of the properties owned or used by it, or the nature of the activities conducted by it, requires such qualification, except for such failures which, when taken together with all other such failures, would not have result in any change in, or effect on, the Company, its subsidiaries or their business that is materially adverse to the business, properties, results of operations, prospects or financial condition of the Company and its subsidiaries, taken as a whole (a “Material Adverse Effect”). Except for the stockholder and bond-holder approvals described in Section 3.4, the The execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder hereunder, and the consummation by the Company of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of the Company. This Agreement has been duly executed and delivered by the Company and (assuming due authorization, execution and delivery of this Agreement by each of the Purchasers) constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms. The Company has delivered , subject to each applicable bankruptcy, insolvency, moratorium, reorganization or similar laws affecting creditors’ rights generally and subject to general equitable principles (regardless of ITT, MS and CapRe correct and complete copies of the Certificate of Incorporation and the Bylaws of the Company and each Subsidiary, as currently whether such enforceability is considered in effecta proceeding in equity or at law).

Incorporation and Authority of the Company. The Company is a corporation company duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware Sweden, and has all necessary corporate power and authority to own, lease and operate its respective Properties, to conduct its respective business as it is now being conducted, to own or use the properties conducted and assets that it purports to own or use, to enter into this Agreement, the Transfer and Assumption Agreement and each other agreement and instrument required to carry out its obligations hereunder be executed and delivered by it pursuant hereto, and, subject to the approval of this Agreement and the transactions contemplated hereby by Guarantor (the "COMPANY'S STOCKHOLDER APPROVAL") to consummate the transac- tions transactions contemplated herebyhereby and thereby. The Company is duly qualified to do business as a foreign corporation execution, delivery and is in good standing under the laws performance of each state or other jurisdiction in which either the ownership or use of the properties owned or used by it, or the nature of the activities conducted by it, requires such qualification, except for such failures which, when taken together with all other such failures, would not have a Material Adverse Effect. Except for the stockholder and bond-holder approvals described in Section 3.4this Agreement, the execution Transfer and delivery of this Assumption Agreement and each other agreement and instrument required to be executed and delivered by the Companyit pursuant hereto, the performance by the Company of its obligations hereunder and the consummation by the Company it of the transactions contemplated hereby and thereby, have been duly and validly authorized by all requisite corporate action on the part of action, subject to the Company's Stockholder Approval. This Agreement has been been, and at the Closing Date the Transfer and Assumption Agreement and the other agreements and instruments required pursuant hereto and to which the Company is a party will have been, duly and validly executed and delivered by the Company Company, and (assuming due authorization, execution and delivery by the Purchaser of this Agreement and by the Purchaser and each of other party (other than the PurchasersCompany) constitutes to any other document delivered hereunder), this Agreement, the Transfer and Assumption Agreement and such other documents at the Closing will constitute a legal, valid and binding obligation of the Company Company, enforceable against the Company in accordance with its terms. The Company has delivered Nothing in this paragraph 3.01 shall require the Guarantor to each of ITT, MS and CapRe correct and complete copies of provide additional capital support to the Certificate of Incorporation and the Bylaws of the Company and each Subsidiary, as currently in effectCompany.