Common use of Organization and Qualification of the Company Clause in Contracts

Organization and Qualification of the Company. The Company is a stock insurer, duly organized, validly existing and in good standing under the laws of the State of Illinois. Except as set forth in Schedule 2.3(a), the Company (i) is duly licensed as a domestic property and casualty insurance company in the State of Illinois; (ii) is duly licensed as a foreign property and casualty insurance company in each jurisdiction listed on Schedule 2.3 attached hereto, which are the only jurisdictions in which the conduct of its business has required that it be so licensed (individually a “License” and collectively the “Licenses”) and (iii) has the required minimum capital, the required minimum surplus and any Securities on Deposit (as defined in Section 2.16(d)) required in each such jurisdiction. The Company is in good standing in each such jurisdiction with no restrictions on such Licenses unless otherwise noted on Schedule 2.3 and is qualified to write those lines of business in each such state as are indicated on the relevant License. The Company is not required to be qualified to do business as a foreign corporation in any other jurisdiction as a result of its ownership or leasing of assets or the conduct of any business. The Seller has previously provided or will make available to the Purchaser true and complete copies of each of the Licenses, reflecting all amendments thereto, in each of the jurisdictions listed in Schedule 2.3 where the Company is licensed and authorized to conduct business. Except as set forth in Schedule 2.3(b), there are no proceedings pending, or to the best of the Seller’s knowledge threatened, in any jurisdiction to suspend and/or revoke any License or any basis for any such suspension or revocation or other penalties. No such proceedings have been pending nor to the best of the Seller’s knowledge threatened at any time during the past three (3) years. The Company has not been found in any administrative hearing to have violated any License and has conducted its business so as to comply in all material respects with each License and all applicable Federal, state, local and foreign statutes and regulations.

Organization and Qualification of the Company. The Company and each of its Subsidiaries that operate the Continuing Business is a stock insurer, corporation duly organized, validly existing and and, to Seller's knowledge as of the date hereof, in good standing under the laws of the State jurisdiction listed as its jurisdiction of Illinois. Except incorporation in Section 3.3 of the Disclosure Schedule and has all requisite corporate power and corporate authority to own, lease and operate the properties it owns, leases or operates and to conduct its business as set forth conducted on the date hereof, except where the failure to be in Schedule 2.3(a)good standing or have such power and authority would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on the business, liabilities or financial condition of the Company and its Subsidiaries that operate the Continuing Business taken as a whole; except any such effect resulting primarily from (i) is duly licensed as a domestic property the effects of changes that exist on the date hereof and casualty insurance company have been reflected in this Agreement or disclosed in the State of Illinois; Disclosure Schedules, (ii) is duly licensed as a foreign property announcement or other communication regarding this Agreement, the transactions contemplated by this Agreement or the plans or intentions of Buyer with respect to the conduct of the Company or any of its Subsidiaries with respect to the Continuing Business or (iii) changes or conditions that are generally applicable to the industries, economies and casualty insurance company in each jurisdiction listed on Schedule 2.3 attached hereto, which are the only jurisdictions countries in which the conduct of Company or its business has required that it be so licensed Subsidiaries operate the Continuing Business (individually a “License” and collectively the “Licenses”) and (iii) has the required minimum capital, the required minimum surplus and any Securities on Deposit (as defined in Section 2.16(d"Material Adverse Effect")) required in each such jurisdiction. The Company and each of its Subsidiaries that operate the Continuing Business is in good standing in each such jurisdiction with no restrictions on such Licenses unless otherwise noted on Schedule 2.3 and is duly qualified to write those lines of business in each such state as are indicated on the relevant License. The Company is not required to be qualified or licensed to do business as a foreign corporation and, to Seller's knowledge as of the date hereof, is in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except in those jurisdictions where the failure to be so duly qualified or licensed and in good standing would be curable without the payment of a material penalty. A list of the jurisdictions in which the Company and its Subsidiaries are so qualified or incorporated is set forth in Section 3.3 of the Disclosure Schedule. Neither the Company nor any other jurisdiction as a result of its ownership Subsidiaries that operate the Continuing Business is in default or leasing noncompliance with its certificate of assets formation, operating agreement, articles of incorporation, by-laws or the conduct of any businessother charter instruments, as applicable. The Seller has previously provided or will make Company and each of its Subsidiaries that operate the Continuing Business have made available to the Purchaser true and Buyer complete copies of each their respective current and effective certificate of the Licensesformation, reflecting all amendments theretooperating agreement, in each articles of the jurisdictions listed in Schedule 2.3 where the Company is licensed incorporation, by-laws and authorized to conduct business. Except as set forth in Schedule 2.3(b), there are no proceedings pending, or to the best of the Seller’s knowledge threatened, in any jurisdiction to suspend and/or revoke any License or any basis for any such suspension or revocation or other penalties. No such proceedings have been pending nor to the best of the Seller’s knowledge threatened at any time during the past three (3) years. The Company has not been found in any administrative hearing to have violated any License and has conducted its business so as to comply in all material respects with each License and all applicable Federal, state, local and foreign statutes and regulationscharter instruments.

Organization and Qualification of the Company. The Company is a stock insurercorporation duly incorporated, duly organized, validly existing and in good standing under the laws Laws of the State of IllinoisNevada. Except The Company has all requisite corporate power and authority to own, lease, license and operate its assets and properties and to carry on its business as set forth in Schedule 2.3(a)currently conducted, except where the failure to have such power or authority has not, and would not be reasonably expected to, adversely affect the business of the Company (i) in any material respect. The Company is duly qualified or licensed as a domestic property to do business and casualty insurance company is in the State of Illinois; (ii) is duly licensed good standing as a foreign property and casualty insurance company corporation in each jurisdiction listed on Schedule 2.3 attached heretoSection 3.1 of the Disclosure Schedules, which are constitute all of the only jurisdictions in which the conduct of its business has required that it or the ownership, leasing, holding or use of its properties makes such qualification necessary, except for such jurisdictions where the failure to be so duly qualified or licensed (individually a “License” and collectively in good standing has not and would not be reasonably expected to adversely affect the “Licenses”) and (iii) has business of the required minimum capital, the required minimum surplus and Company in any Securities on Deposit (as defined in Section 2.16(d)) required in each such jurisdictionmaterial respect. The Company is has made available to Buyer an accurate and complete copy of the Company’s Organizational Documents, each as amended as of the Effective Date and in good standing in each such jurisdiction with no restrictions on such Licenses unless otherwise noted on Schedule 2.3 full force and is qualified to write those lines of business in each such state as are indicated effect on the relevant LicenseEffective Date. The No notice or allegation that any of the Organizational Documents is incorrect or should be rectified, has been received, and the Company is has not required to be qualified to do business as a foreign corporation violated its Organizational Documents in any material respect. All returns, particulars, resolutions and other jurisdiction as a result of its ownership or leasing of assets or the conduct of any business. The Seller has previously provided or will make available to the Purchaser true and complete copies of each of the Licenses, reflecting all amendments thereto, in each of the jurisdictions listed in Schedule 2.3 where documents which the Company is licensed required by Law to file with or deliver to any Governmental Entity in any jurisdiction have been correctly made up and authorized filed or, as the case may be, delivered, except where the failure to conduct businessdo so has not, and would not be reasonably expected to, adversely affect the business of the Company in any material respect. Except as set forth in Schedule 2.3(b), there are no proceedings pending, or to the best on Section 3.1 of the Seller’s knowledge threatenedDisclosure Schedules, neither the Company nor its predecessors have conducted any business under or otherwise used for any purpose in any jurisdiction to suspend and/or revoke any License or any basis for any such suspension or revocation fictitious name, assumed name, “d/b/a”, trade name or other penalties. No such proceedings have been pending nor to the best of the Seller’s knowledge threatened at any time during the past three (3) years. The Company has not been found in any administrative hearing to have violated any License and has conducted its business so as to comply in all material respects with each License and all applicable Federal, state, local and foreign statutes and regulationsname.

Organization and Qualification of the Company. The Company is a stock insurer, duly organized, validly existing and in good standing under the laws of the State of IllinoisColorado. Except as set forth in Schedule 2.3(a), the Company is (i) is duly licensed as a domestic property and casualty insurance company in the State of IllinoisColorado; (ii) is duly licensed as a foreign property and casualty insurance company in each jurisdiction listed on Schedule 2.3 attached hereto, which are the only jurisdictions in which the conduct of its business has required that it be so licensed (individually a “"License” " and collectively the “"Licenses”") and (iii) has the required minimum capital, the required minimum surplus and any Securities on Deposit (as defined in Section 2.16(d)) special deposits required in of the Company by each such jurisdiction. The Company is in good standing in each such jurisdiction with no restrictions on such Licenses unless otherwise noted on Schedule 2.3 and is qualified to write those lines of business in each such state as are indicated on the relevant License. The Company is not required to be qualified to do business as a foreign corporation in any other jurisdiction as a result of its ownership or leasing of assets or the conduct of any business. The Seller has previously provided or will make made available to the Purchaser true and complete copies of each of the Licenses, reflecting all amendments thereto, in each of the jurisdictions listed in Schedule 2.3 where the Company is licensed and authorized to conduct business. Except as set forth in Schedule 2.3(b), there are no proceedings pending, pending or to the best of the Seller’s 's knowledge threatened, threatened in any jurisdiction to suspend and/or revoke any License or any basis for any such suspension or revocation or other penalties. No such proceedings have been pending nor and/or to the best of the Seller’s 's knowledge threatened at any time during the past three (3) years. The Company has not been found in any administrative hearing to have violated any License and has conducted its business so as to comply in all material respects with each License and all applicable Federal, state, local and foreign statutes and regulations. The last financial examination or other examination by any insurance regulatory body of the Company was the "Report of Association Financial Examination as of December 31, 2000" which covered the period from January 1, 1996 through December 31, 2000 (the "2000 Financial Examination").

Organization and Qualification of the Company. (a) The Company is a stock insurer, corporation duly organized, validly existing existing, and in good standing under the laws Laws of the State of IllinoisDelaware and has full corporate power and authority to own, operate, or lease the properties and assets now owned, operated, or leased by it and to carry on its business as it has been and is currently conducted. Except as set Section 3.01(a) of the Disclosure Schedules sets forth each jurisdiction in Schedule 2.3(a), which the Company (i) is licensed or qualified to do business, and the Company is duly licensed as a domestic property or qualified to do business and casualty insurance company in the State of Illinois; (ii) is duly licensed as a foreign property and casualty insurance company in each jurisdiction listed on Schedule 2.3 attached hereto, which are the only jurisdictions in which the conduct of its business has required that it be so licensed (individually a “License” and collectively the “Licenses”) and (iii) has the required minimum capital, the required minimum surplus and any Securities on Deposit (as defined in Section 2.16(d)) required in each such jurisdiction. The Company is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business as currently conducted makes such jurisdiction with no restrictions on such Licenses unless otherwise noted on Schedule 2.3 and is qualified to write those lines of business in each such state as are indicated on licensing or qualification necessary, except where the relevant License. The Company is not required failure to be qualified to do business as a foreign corporation in any other jurisdiction as a result of its ownership or leasing of assets or the conduct of any business. The Seller has previously provided or will make available to the Purchaser true and complete copies of each of the Licensesso licensed, reflecting all amendments thereto, in each of the jurisdictions listed in Schedule 2.3 where the Company is licensed and authorized to conduct business. Except as set forth in Schedule 2.3(b), there are no proceedings pendingqualified, or to the best of the Seller’s knowledge threatened, in any jurisdiction to suspend and/or revoke any License or any basis for any such suspension or revocation or other penalties. No such proceedings good standing would not have been pending nor to the best of the Seller’s knowledge threatened at any time during the past three a Company Material Adverse Effect. (3b) years. The Company has not full corporate power and authority to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby have been found duly authorized by all requisite corporate action on the part of the Company and no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery, and performance of this Agreement or to consummate the Merger and the other transactions contemplated hereby. The only votes of the holders of any classes or series of capital stock of the Company necessary to approve and adopt this Agreement and approve the Merger and the other transactions contemplated by this Agreement are the affirmative vote of the holders of at least a majority of the outstanding shares of the Company Common Stock and the Company Preferred Stock, voting together as a single class, and a majority of the outstanding shares of Company Preferred Stock, voting as a separate class, in any administrative hearing favor of the approval and adoption of this Agreement and approval of the Merger. The shares of Company Common Stock and the Company Preferred Stock subject to have violated any License the Voting Agreements are sufficient to secure the affirmative vote of the holders of at least a majority of the outstanding shares of the Company Common Stock and Company Preferred Stock, voting together as a single class, and a majority of outstanding shares of Company Preferred Stock, voting as a separate class, in favor of the approval and adoption of this Agreement and approval of the Merger. This Agreement has conducted been duly executed and delivered by the Company and (assuming due authorization, execution, and delivery by each other party hereto) this Agreement constitutes a legal, valid, and binding obligation of the Company enforceable against the Company in accordance with its business so terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium, and other similar laws affecting creditors’ rights generally and by general principles of equity. (c) The Company Board, by resolutions duly adopted by unanimous written consent, has (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Stockholders, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, in accordance with the applicable provisions of the DGCL, (iii) directed that this Agreement and the Merger be submitted to comply in all material respects with each License the Stockholders for their approval, and all applicable Federal, state, local (iv) recommended that the Stockholders approve this Agreement and foreign statutes and regulationsthe Merger.