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

Incorporation and Authority of the Seller. (a) The Seller is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreements by the Seller, the performance by the Seller of its obligations hereunder and thereunder and the consummation by the Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Seller. This Agreement has been, and upon execution the Ancillary Agreements will be, duly executed and delivered by the Seller, and (assuming due authorization, execution and delivery by the Parent and the Purchaser) this Agreement constitutes, and upon execution the Ancillary Agreements will constitute, legal, valid and binding obligations of the Seller, enforceable against the Seller in accordance with their terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or similar laws affecting creditors' rights generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) Each Affiliate of the Seller that is a party to one or more Ancillary Agreements is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation and has or prior to Closing will have all necessary corporate power and authority to enter into the Ancillary Agreements to which it is a party, to carry out its obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery of the Ancillary Agreements by each such Affiliate, the performance by each such Affiliate of its respective obligations thereunder and the consummation by each such Affiliate of the transactions contemplated thereby have been or prior to Closing will have been duly authorized by all requisite corporate action on the part of each such Affiliate. Upon execution, each such Ancillary Agreement will be duly executed and delivered by each such Affiliate, and (assuming due authorization, execution and delivery by any party that is not the Seller or an Affiliate of the Seller) the Ancillary Agreements will constitute legal, valid and binding obligations of each such Affiliate that is a party thereto, enforceable against each such Affiliate in accordance with their terms, subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Incorporation and Authority of the Seller. (a) The Seller Each of RCHI and the Company is a corporation company duly incorporatedorganized, validly existing and in good standing under the laws of its jurisdiction the State of incorporation Delaware, in the case of RCHI, or the laws of the State of Nebraska, in the case of the Company, and has all necessary corporate power and authority to own, lease and operate its respective Properties, to conduct its respective business as now being conducted and to enter into this Agreement, the Escrow Agreements, the Transfer and Assumption Agreement and each other agreement and instrument required to be executed and delivered by it pursuant hereto, and, subject to the approval of this Agreement and the Ancillary Agreements, to carry out its obligations hereunder and thereunder and transactions contemplated hereby by the requisite vote of the stockholders of RCHI (the "Seller's Stockholder Approval") to consummate the transactions contemplated hereby and thereby. The execution execution, delivery and delivery performance by each of RCHI and the Company of this Agreement, the Escrow Agreement, the Transfer and Assumption Agreement and the Ancillary Agreements each other agreement and instrument required to be executed and delivered by the Sellerit pursuant hereto, the performance by the Seller of its obligations hereunder and thereunder and the consummation by the Seller it of the transactions contemplated hereby and thereby thereby, have been duly and validly authorized by all requisite corporate action on the part of action, subject to the Seller's Stockholder Approval. This Agreement has been, and upon execution at the Ancillary Agreements Closing the Escrow Agreement, the Transfer and Assumption Agreement and the other agreements and instruments required pursuant hereto and to which RCHI or the Company is a party will behave been, duly and validly executed and delivered by RCHI and the SellerCompany, and (assuming due authorization, execution and delivery by the Parent and the Purchaser) Purchaser of this Agreement constitutesand by the Purchaser and each other party (other than the Seller) to any other document delivered hereunder), each of this Agreement, the Escrow Agreement, the Transfer and upon execution Assumption Agreement and such other documents at the Ancillary Agreements Closing will constitute, constitute a legal, valid and binding obligations obligation of RCHI and the SellerCompany, enforceable against RCHI and the Seller Company in accordance with their its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance moratorium or similar laws affecting creditors' rights generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) Each Affiliate . The Company is duly qualified as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of its properties owned, operated or leased or the nature of its activities makes such qualification necessary, except for such failures which, individually or in the aggregate, would not have a Material Adverse Effect. The Company is licensed or authorized to write reinsurance or insurance in each of the Seller that is a party to one or more Ancillary Agreements is a corporation duly incorporated, validly existing and jurisdictions listed in good standing under the laws of its jurisdiction of incorporation and has or prior to Closing will have all necessary corporate power and authority to enter into the Ancillary Agreements to which it is a party, to carry out its obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery Section 3.01 of the Ancillary Agreements Disclosure Schedule. True and correct copies of the licenses issued by each such Affiliate, the performance by each such Affiliate of its respective obligations thereunder and the consummation by each such Affiliate of the transactions contemplated thereby jurisdiction have been or prior to Closing will have been duly authorized by all requisite corporate action on the part of each such Affiliate. Upon execution, each such Ancillary Agreement will be duly executed and delivered by each such Affiliate, and (assuming due authorization, execution and delivery by any party that is not the Seller or an Affiliate of the Seller) the Ancillary Agreements will constitute legal, valid and binding obligations of each such Affiliate that is a party thereto, enforceable against each such Affiliate in accordance with their terms, subject, as to enforceability, provided to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)Purchaser.

Incorporation and Authority of the Seller. (a) The Seller is a corporation duly incorporated, validly existing and in good standing under the laws Laws of its jurisdiction of incorporation and has all necessary corporate power and authority to enter into into, consummate the transactions contemplated by, and carry out its obligations under, this Agreement and the Ancillary Agreementsother Transaction Agreements to which Seller is or will be a party. Each Affiliate of Seller that will be a party to any Transaction Agreement is duly incorporated, validly existing and in good standing under the Laws of its jurisdiction of incorporation and has all necessary corporate power to enter into, consummate the transactions contemplated by, and carry out its obligations hereunder and thereunder and under, the Transaction Agreements to consummate the transactions contemplated hereby and therebywhich such Person will be a party. The execution and delivery by Seller of this Agreement and the Ancillary other Transaction Agreements by the Sellerto which Seller is or will be a party, the performance by the Seller of its obligations hereunder and thereunder and the consummation by the Seller of the transactions contemplated hereby by, and thereby the performance by Seller of its obligations under, such Transaction Agreements, have been or will be by the Closing, duly authorized by all requisite corporate action on the part of Seller. The execution and delivery by each Affiliate of Seller of each Transaction Agreement to which such Affiliate of Seller will be a party, the consummation by such Person of the transactions contemplated by, and the performance by Seller such Person of its obligations under, such Transaction Agreements, have been or will be by the Closing, duly authorized by all requisite corporate action on the part of Seller. This Agreement has been, and upon execution and delivery of the Ancillary other Transaction Agreements to which Seller or any of its Affiliates is or will be a party, such other Transaction Agreements will be, duly executed and delivered by the SellerSeller or its applicable Affiliates, and (assuming due authorization, execution and delivery by the Parent and the PurchaserAcquiror) this Agreement constitutes, and upon execution and delivery the Ancillary other Transaction Agreements to which Seller or any of its Affiliates is or will be a party, such other Transaction Agreements will constitute, legal, valid and binding obligations of the SellerSeller or its applicable Affiliates, enforceable against the Seller or its applicable Affiliates in accordance with their terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or similar laws relating to or affecting creditors' ’ rights generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) Each Affiliate of the Seller that is a party to one or more Ancillary Agreements is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation and has or prior to Closing will have all necessary corporate power and authority to enter into the Ancillary Agreements to which it is a party, to carry out its obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery of the Ancillary Agreements by each such Affiliate, the performance by each such Affiliate of its respective obligations thereunder and the consummation by each such Affiliate of the transactions contemplated thereby have been or prior to Closing will have been duly authorized by all requisite corporate action on the part of each such Affiliate. Upon execution, each such Ancillary Agreement will be duly executed and delivered by each such Affiliate, and (assuming due authorization, execution and delivery by any party that is not the Seller or an Affiliate of the Seller) the Ancillary Agreements will constitute legal, valid and binding obligations of each such Affiliate that is a party thereto, enforceable against each such Affiliate in accordance with their terms, subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Incorporation and Authority of the Seller. (a) The Seller Each of RCHI and the Company is a corporation company duly incorporatedorganized, validly existing and in good standing under the laws of its jurisdiction the State of incorporation Delaware, in the case of RCHI, or the laws of the State of Nebraska, in the case of the Company, and has all necessary corporate power and authority to own, lease and operate its respective Properties, to conduct its respective business as now being conducted and to enter into this Agreement, the Escrow Agreements, the Transfer and Assumption Agreement and each other agreement and instrument required to be executed and delivered by it pursuant hereto, and, subject to the approval of this Agreement and the Ancillary Agreements, to carry out its obligations hereunder and thereunder and transactions contemplated hereby by the requisite vote of the stockholders of RCHI (the "SELLER'S STOCKHOLDER APPROVAL") to consummate the transactions contemplated hereby and thereby. The execution execution, delivery and delivery performance by each of RCHI and the Company of this Agreement, the Escrow Agreement, the Transfer and Assumption Agreement and the Ancillary Agreements each other agreement and instrument required to be executed and delivered by the Sellerit pursuant hereto, the performance by the Seller of its obligations hereunder and thereunder and the consummation by the Seller it of the transactions contemplated hereby and thereby thereby, have been duly and validly authorized by all requisite corporate action on the part of action, subject to the Seller's Stockholder Approval. This Agreement has been, and upon execution at the Ancillary Agreements Closing the Escrow Agreement, the Transfer and Assumption Agreement and the other agreements and instruments required pursuant hereto and to which RCHI or the Company is a party will behave been, duly and validly executed and delivered by RCHI and the SellerCompany, and (assuming due authorization, execution and delivery by the Parent and the Purchaser) Purchaser of this Agreement constitutesand by the Purchaser and each other party (other than the Seller) to any other document delivered hereunder), each of this Agreement, the Escrow Agreement, the Transfer and upon execution Assumption Agreement and such other documents at the Ancillary Agreements Closing will constitute, constitute a legal, valid and binding obligations obligation of RCHI and the SellerCompany, enforceable against RCHI and the Seller Company in accordance with their its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance moratorium or similar laws affecting creditors' rights generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) Each Affiliate . The Company is duly qualified as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of its properties owned, operated or leased or the nature of its activities makes such qualification necessary, except for such failures which, individually or in the aggregate, would not have a Material Adverse Effect. The Company is licensed or authorized to write reinsurance or insurance in each of the Seller that is a party to one or more Ancillary Agreements is a corporation duly incorporated, validly existing and jurisdictions listed in good standing under the laws of its jurisdiction of incorporation and has or prior to Closing will have all necessary corporate power and authority to enter into the Ancillary Agreements to which it is a party, to carry out its obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery Section 3.01 of the Ancillary Agreements Disclosure Schedule. True and correct copies of the licenses issued by each such Affiliate, the performance by each such Affiliate of its respective obligations thereunder and the consummation by each such Affiliate of the transactions contemplated thereby jurisdiction have been or prior to Closing will have been duly authorized by all requisite corporate action on the part of each such Affiliate. Upon execution, each such Ancillary Agreement will be duly executed and delivered by each such Affiliate, and (assuming due authorization, execution and delivery by any party that is not the Seller or an Affiliate of the Seller) the Ancillary Agreements will constitute legal, valid and binding obligations of each such Affiliate that is a party thereto, enforceable against each such Affiliate in accordance with their terms, subject, as to enforceability, provided to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)Purchaser.

Incorporation and Authority of the Seller. (a1) The Seller is a corporation corporation, duly incorporated, validly existing incorporated and in good standing under the laws Laws of its jurisdiction the State of incorporation and Delaware. (2) Each Seller Party has all necessary requisite corporate power and authority to enter into this Agreement into, consummate the transactions contemplated by, and the Ancillary Agreements, to carry out its obligations hereunder and thereunder and under, the Transaction Agreements to consummate the transactions contemplated hereby and therebywhich it is a party. The execution and delivery by each Seller Party of this Agreement and the Ancillary Transaction Agreements by the Sellerto which it is a party, the performance by the Seller of its obligations hereunder and thereunder and the consummation by the such Seller Party of the transactions contemplated hereby by, and thereby the performance by such Seller Party of its obligations under, the Transaction Agreements have been and, with respect to the Transaction Agreements to be executed and delivered after the date of this Agreement, will be, duly authorized by all requisite corporate or other entity action on the part of such Seller Party. Each of the Seller. This Agreement Transaction Agreements to which a Seller Party is or will be a party has beenbeen or, with respect to the Transaction Agreements to be executed and upon execution delivered after the Ancillary Agreements date of this Agreement, will be, duly executed and delivered by the Sellersuch Seller Party and, and (assuming due authorization, execution and delivery by each other party thereto, constitutes or, with respect to the Parent Transaction Agreements to be executed and delivered after the Purchaser) date of this Agreement constitutesAgreement, and upon execution the Ancillary Agreements will constitute, the legal, valid and binding obligations obligation of the Sellersuch Seller Party, enforceable against the Seller it in accordance with their its terms, subject in each case to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, rehabilitation, liquidation, fraudulent conveyance or similar laws Laws relating to or affecting creditors' ’ rights generally and subject, as to enforceability, to the effect of general equitable principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) Each Affiliate of the Seller that is a party to one or more Ancillary Agreements is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation and has or prior to Closing will have all necessary corporate power and authority to enter into the Ancillary Agreements to which it is a party, to carry out its obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery of the Ancillary Agreements by each such Affiliate, the performance by each such Affiliate of its respective obligations thereunder and the consummation by each such Affiliate of the transactions contemplated thereby have been or prior to Closing will have been duly authorized by all requisite corporate action on the part of each such Affiliate. Upon execution, each such Ancillary Agreement will be duly executed and delivered by each such Affiliate, and (assuming due authorization, execution and delivery by any party that is not the Seller or an Affiliate of the Seller) the Ancillary Agreements will constitute legal, valid and binding obligations of each such Affiliate that is a party thereto, enforceable against each such Affiliate in accordance with their terms, subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).