Common use of Organization, Authority and Qualification Clause in Contracts

Organization, Authority and Qualification. (a) Each member of the ACE Group is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or the laws under which it currently exists, and in good standing in all jurisdictions in which the failure to qualify or be in good standing could materially adversely affect the consummation or the validity of the transactions provided for in this Agreement or any of the Ancillary Agreements. (b) Each member of the ACE Group that is a party to this Agreement has full corporate power and authority and has taken all corporate action necessary to execute and deliver this Agreement and each member of the ACE Group will have taken all corporate action necessary to execute and deliver the Ancillary Agreements to which it is a party and to perform its obligations hereunder and thereunder. This Agreement has been, and each of the Ancillary Agreements will be, duly authorized, executed and delivered by each member of the ACE Group that is a party hereto and thereto and, assuming due authorization, execution and delivery by all other parties to such agreement, each of this Agreement and such Ancillary Agreements constitutes or will constitute, as the case may be, the valid and legally binding obligation of such member of the ACE Group, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

Organization, Authority and Qualification. (a) Each member of the ACE Company Group is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or the laws under which it currently existsincorporation, and in good standing in all jurisdictions in which the failure to qualify or be in good standing could materially adversely affect the consummation or the validity of the transactions provided for in this Agreement or any of the Ancillary Agreements. (b) Each member of the ACE Company Group that is a party to this Agreement has full corporate power and authority and has taken all corporate action necessary to execute and deliver this Agreement and each member of the ACE Company Group will have taken all corporate action necessary to execute and deliver the Ancillary Agreements to which it is a party and to perform its obligations hereunder and thereunder. This Agreement has been, and each of the Ancillary Agreements will be, duly authorized, executed and delivered by each member of the ACE Company Group that is a party hereto and thereto and, assuming due authorization, execution and delivery by all other parties to such agreement, each of this Agreement and such Ancillary Agreements constitutes or will constitute, as the case may be, the valid and legally binding obligation of such member of the ACE Company Group, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.