Common use of REPRESENTATIONS AND WARRANTIES OF GNA Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF GNA. (a) GNA is an insurance company duly organized and validly existing under the laws of the State of Texas, and has the power and authority to own all of its properties and assets and to carry on its business as now being conducted. GNA is duly qualified and in good standing to transact business in each jurisdiction in which the performance of its obligations hereunder require such qualification except where the failure to be duly qualified or in good standing would not have or reasonably be expected to have a GNA Material Adverse Effect. (b) GNA has all requisite power and authority to enter into and perform its obligations under this Agreement. The execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of GNA. This Agreement has been duly and validly executed and delivered by GNA and, assuming the due authorization, execution and delivery hereof by GMSP, constitutes the valid and binding obligation of GNA, enforceable against GNA in accordance with its terms, except as would be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or other similar laws affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies, including specific performance, may be subject to the discretion of any court before which any proceeding therefor may be brought. (c) No declaration, filing or registration with, or notice to or authorization, consent or approval of any Governmental Authority is necessary for the execution, delivery and performance of this Agreement by GNA other than as described in the Securities Purchase Agreement or with the GNA Applicable Insurance Department. (d) The execution, delivery and performance of this Agreement by GNA do not and will not result in any violation by GNA under any provisions of: (i) articles of incorporation or similar governing documents of GNA; (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any Governmental Authority applicable to GNA or any of its properties or assets; or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which GNA is now a party or by which it or any of its properties or assets may be bound or affected; excluding from the foregoing clauses (ii) and (iii) such violations as could not, in the aggregate, reasonably be expected to have a GNA Material Adverse Effect. (e) There is no Proceeding pending, or to the knowledge of GNA, threatened against GNA that questions the validity of this Agreement or any action to be taken by GNA in connection with this Agreement except as could not, in the aggregate, reasonably be expected to have a GNA Material Adverse Effect. (f) GNA has such knowledge and experience in financial and business matters that it is capable of evaluating the risks and merits of entering into this Agreement. INVESTMENT MANAGEMENT AGREEMENT 11 12 (g) No part of the funds to be used to purchase and hold Securities or to pay any amounts pursuant to this Agreement constitutes an asset of any employee benefit plan within the meaning of Section 3 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and GNA is not a "benefit plan investor" (as such term is defined in 29 C.F.R. ss.2510.3-101(f)(2)).

REPRESENTATIONS AND WARRANTIES OF GNA. (a) GNA is an insurance company duly organized and validly existing under the laws of the State of TexasOklahoma, and has the power and authority to own all of its properties and assets and to carry on its business as now being conducted. GNA is duly qualified and in good standing to transact business in each jurisdiction in which the performance of its obligations hereunder require such qualification except where the failure to be duly qualified or in good standing would not have or reasonably be expected to have a GNA Material Adverse Effect. (b) GNA has all requisite power and authority to enter into and perform its obligations under this Agreement. The execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of GNA. This Agreement has been duly and validly executed and delivered by GNA and, assuming the due authorization, execution and delivery hereof by GMSP, constitutes the valid and binding obligation of GNA, enforceable against GNA in accordance with its terms, except as would be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or other similar laws affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies, including specific performance, may be subject to the discretion of any court before which any proceeding therefor may be brought. (c) No declaration, filing or registration with, or notice to or authorization, consent or approval of any Governmental Authority is necessary for the execution, delivery and performance of this Agreement by GNA other than as described in the Securities Purchase Agreement or with the GNA Applicable Insurance Department. (d) The execution, delivery and performance of this Agreement by GNA do not and will not result in any violation by GNA under any provisions of: (i) articles of incorporation or similar governing documents of GNA; (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any Governmental Authority applicable to GNA or any of its properties or assets; or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which GNA is now a party or by which it or any of its properties or assets may be bound or affected; excluding from the foregoing clauses (ii) and (iii) such violations as could not, in the aggregate, reasonably be expected to have a GNA Material Adverse Effect. (e) There is no Proceeding pending, or to the knowledge of GNA, threatened against GNA that questions the validity of this Agreement or any action to be taken by GNA in connection with this Agreement except as could not, in the aggregate, reasonably be expected to have a GNA Material Adverse Effect. (f) GNA has such knowledge and experience in financial and business matters that it is capable of evaluating the risks and merits of entering into this Agreement. INVESTMENT MANAGEMENT AGREEMENT 11 1228 (g) No part of the funds to be used to purchase and hold Securities or to pay any amounts pursuant to this Agreement constitutes an asset of any employee benefit plan within the meaning of Section 3 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and GNA is not a "benefit plan investor" (as such term is defined in 29 C.F.R. ss.2510.3-101(f)(2)).

REPRESENTATIONS AND WARRANTIES OF GNA. (a) GNA is an insurance company duly organized and validly existing under the laws of the State of Texas, and has the power and authority to own all of its properties and assets and to carry on its business as now being conducted. GNA is duly qualified and in good standing to transact business in each jurisdiction in which the performance of its obligations hereunder require such qualification except where the failure to be duly qualified or in good standing would not have or reasonably be expected to have a GNA Material Adverse Effect. (b) GNA has all requisite power and authority to enter into and perform its obligations under this Agreement. The execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of GNA. This Agreement has been duly and validly executed and delivered by GNA and, assuming the due authorization, execution and delivery hereof by GMSP, constitutes the valid and binding obligation of GNA, enforceable against GNA in accordance with its terms, except as would be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or other similar laws affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies, including specific performance, may be subject to the discretion of any court before which any proceeding therefor may be brought. (c) No declaration, filing or registration with, or notice to or authorization, consent or approval of any Governmental Authority is necessary for the execution, delivery and performance of this Agreement by GNA other than as described in the Securities Purchase Agreement or with the GNA Applicable Insurance Department. (d) The execution, delivery and performance of this Agreement by GNA do not and will not result in any violation by GNA under any provisions of: (i) articles of incorporation or similar governing documents of GNA; (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any Governmental Authority applicable to GNA or any of its properties or assets; or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which GNA is now a party or by which it or any of its properties or assets may be bound or affected; excluding from the foregoing clauses (ii) and (iii) such violations as could not, in the aggregate, reasonably be expected to have a GNA Material Adverse Effect. (e) There is no Proceeding pending, or to the knowledge of GNA, threatened against GNA that questions the validity of this Agreement or any action to be taken by GNA in connection with this Agreement except as could not, in the aggregate, reasonably be expected to have a GNA Material Adverse Effect. (f) GNA has such knowledge and experience in financial and business matters that it is capable of evaluating the risks and merits of entering into this Agreement. INVESTMENT MANAGEMENT AGREEMENT 11 1260 (g) No part of the funds to be used to purchase and hold Securities or to pay any amounts pursuant to this Agreement constitutes an asset of any employee benefit plan within the meaning of Section 3 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and GNA is not a "benefit plan investor" (as such term is defined in 29 C.F.R. ss.2510.3Section 2510.3-101(f)(2)).

REPRESENTATIONS AND WARRANTIES OF GNA. (a) GNA is an insurance company a corporation duly organized and validly existing under the laws of the State of Texas, and has the power and authority to own all of its properties and assets and to carry on its business as now being conducted. GNA is duly qualified and in good standing to transact business in each jurisdiction in which the performance of its obligations hereunder require such qualification except where the failure to be duly qualified or in good standing would not have or reasonably be expected to have a GNA Material Adverse Effect. (b) GNA has all requisite power and authority to enter into and perform its obligations under this Agreement. The execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of GNA. This Agreement has been duly and validly executed and delivered by GNA and, assuming the due authorization, execution and delivery hereof by GMSP, constitutes the valid and binding obligation of GNA, enforceable against GNA in accordance with its terms, except as would be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or other similar laws affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies, including specific performance, may be subject to the discretion of any court before which any proceeding therefor may be brought. (c) No declaration, filing or registration with, or notice to or authorization, consent or approval of any Governmental Authority is necessary for the execution, delivery and performance of this Agreement by GNA other than as described in the Securities Purchase Agreement or with the any GNA Applicable Insurance Department. (d) The execution, delivery and performance of this Agreement by GNA do not and will not result in any violation by GNA under any provisions of: (i) articles of incorporation or similar governing documents of GNA; (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any Governmental Authority applicable to GNA or any of its properties or assets; or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which GNA is now a party or by which it or any of its properties or assets may be bound or affected; excluding from the foregoing clauses (ii) and (iii) such violations as could not, in the aggregate, reasonably be expected to have a GNA Material Adverse Effect. (e) There is no Proceeding pending, or to the knowledge of GNA, threatened against GNA that questions the validity of this Agreement or any action to be taken by GNA in connection with this INVESTMENT MANAGEMENT AGREEMENT 11 44 Agreement except as could not, in the aggregate, reasonably be expected to have a GNA Material Adverse Effect. (f) GNA has such knowledge and experience in financial and business matters that it is capable of evaluating the risks and merits of entering into this Agreement. INVESTMENT MANAGEMENT AGREEMENT 11 12. (g) No part of the funds to be used to purchase and hold Securities or to pay any amounts pursuant to this Agreement constitutes an asset of any employee benefit plan within the meaning of Section 3 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and GNA is not a "benefit plan investor" (as such term is defined in 29 C.F.R. ss.2510.3-101(f)(2)).

REPRESENTATIONS AND WARRANTIES OF GNA. (a) GNA is an insurance company duly organized and validly existing under the laws of the State of TexasNorth Dakota, and has the power and authority to own all of its properties and assets and to carry on its business as now being conducted. GNA is duly qualified and in good standing to transact business in each jurisdiction in which the performance of its obligations hereunder require such qualification except where the failure to be duly qualified or in good standing would not have or reasonably be expected to have a GNA Material Adverse Effect. (b) GNA has all requisite power and authority to enter into and perform its obligations under this Agreement. The execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of GNA. This Agreement has been duly and validly executed and delivered by GNA and, assuming the due authorization, execution and delivery hereof by GMSP, constitutes the valid and binding obligation of GNA, enforceable against GNA in accordance with its terms, except as would be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or other similar laws affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies, including specific performance, may be subject to the discretion of any court before which any proceeding therefor may be brought. (c) No declaration, filing or registration with, or notice to or authorization, consent or approval of any Governmental Authority is necessary for the execution, delivery and performance of this Agreement by GNA other than as described in the Securities Purchase Agreement or with the GNA Applicable Insurance Department. (d) The execution, delivery and performance of this Agreement by GNA do not and will not result in any violation by GNA under any provisions of: (i) articles of incorporation or similar governing documents of GNA; (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any Governmental Authority applicable to GNA or any of its properties or assets; or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which GNA is now a party or by which it or any of its properties or assets may be bound or affected; excluding from the foregoing clauses (ii) and (iii) such violations as could not, in the aggregate, reasonably be expected to have a GNA Material Adverse Effect.. INVESTMENT MANAGEMENT AGREEMENT 11 76 (e) There is no Proceeding pending, or to the knowledge of GNA, threatened against GNA that questions the validity of this Agreement or any action to be taken by GNA in connection with this Agreement except as could not, in the aggregate, reasonably be expected to have a GNA Material Adverse Effect. (f) GNA has such knowledge and experience in financial and business matters that it is capable of evaluating the risks and merits of entering into this Agreement. INVESTMENT MANAGEMENT AGREEMENT 11 12. (g) No part of the funds to be used to purchase and hold Securities or to pay any amounts pursuant to this Agreement constitutes an asset of any employee benefit plan within the meaning of Section 3 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and GNA is not a "benefit plan investor" (as such term is defined in 29 C.F.R. ss.2510.3-101(f)(2)).