Common use of Corporate and Governmental Authorization Clause in Contracts

Corporate and Governmental Authorization. (a) Each Seller Party has all requisite corporate or organizational power and authority to execute and deliver the Transaction Agreements to which it is or will be a party, to perform its obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery by each Seller Party of each of the Transaction Agreements to which it is or will be a party and the consummation by each Seller Party of the transactions contemplated by such Transaction Agreements have been duly authorized by all requisite corporate or other similar organizational action on the part of each such Seller Party. Each of the Transaction Agreements to which a Seller Party is or will be a party has been, or upon execution and delivery thereof, will be, duly executed and delivered by such Seller Party. Assuming due authorization, execution and delivery by the other parties thereto, each of the Transaction Agreements to which each Seller Party is or will be a party constitutes, or upon execution and delivery thereof, will constitute, the legal, valid and binding obligation of each such Seller Party, enforceable against it in accordance with its terms, subject in each case to the Enforceability Exception. (b) Except in connection or in compliance with (i) the notification and waiting period requirements of the HSR Act, (ii) applicable insurance holding company Laws of California, Wisconsin and New York, (iii) compliance with and filings under Section 13(a) of the 1934 Act and (iv) the approvals, filings and notifications imposed by applicable Laws that are set forth in Schedule 6.1(c), the execution and delivery by the Seller Parties of the Transaction Agreements to which any of them is or will be a party do not, and the performance by each Seller Party of, and the consummation by each Seller Party of the transactions contemplated by, such Transaction Agreements will not require any consent, approval, license, permit, order, qualification or authorization of, or registration or other action by, or any filing with or notification to, any Governmental Authority (each, a “Governmental Approval”).

Corporate and Governmental Authorization. (a) Each Seller Buyer Party has all requisite corporate or organizational power and authority to execute and deliver the Transaction Agreements to which it is or will be a party, to perform its obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery by each Seller Buyer Party of each of the Transaction Agreements to which it is or will be a party and the consummation by each Seller Buyer Party of the transactions contemplated by such Transaction Agreements have been duly authorized by all requisite corporate or other similar organizational action on the part of each such Seller Buyer Party. Each of the Transaction Agreements to which a Seller Buyer Party is or will be a party has been, or upon execution and delivery thereof, will be, duly executed and delivered by such Seller Buyer Party. Assuming due authorization, execution and delivery by the other parties hereto or thereto, each of the Transaction Agreements Agreement to which each Seller Buyer Party is or will be a party constitutes, or upon execution and delivery thereof, will constitute, the legal, valid and binding obligation of each such Seller Buyer Party, enforceable against it in accordance with its terms, subject in each case to the Enforceability Exception. (b) Except in connection or in compliance with (i) the notification and waiting period requirements of the HSR Act, (ii) applicable insurance holding company Laws of California, Wisconsin and New York, (iii) compliance with and filings under Section 13(a) of the 1934 Act Act, and (iv) the approvals, filings and notifications imposed by applicable Laws that are set forth in Schedule 6.1(c), the execution and delivery by the Seller Buyer Parties of the Transaction Agreements to which any of them is or will be a party do not, and the performance by each Seller Buyer Party of, and the consummation by each Seller Buyer Party of the transactions contemplated by, such Transaction Agreements will not require any consent, approval, license, permit, order, qualification or authorization of, or registration or other action by, or any filing with or notification to, any Governmental Authority (each, a “Governmental Approval”).

Corporate and Governmental Authorization. (a) Each Seller Buyer Party has has, as applicable, all requisite corporate corporate, limited liability, organizational or organizational individual power and authority to execute and deliver the Transaction Agreements to which it is or will be a party, to perform its obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery by each Seller Buyer Party of each of the Transaction Agreements to which it is or will be a party and the consummation by each Seller Buyer Party of the transactions contemplated by such Transaction Agreements have been duly authorized by all requisite corporate corporate, limited liability, organizational or other similar organizational individual action on the part of each such Seller Buyer Party. Each of the Transaction Agreements to which a Seller Buyer Party is or will be a party has been, or upon execution and delivery thereof, will be, duly executed and delivered by such Seller Buyer Party. Assuming due authorization, execution and delivery by the other parties thereto, each of the Transaction Agreements to which each Seller Buyer Party is or will be a party constitutes, or upon execution and delivery thereof, will constitute, the legal, valid and binding obligation of each such Seller Buyer Party, enforceable against it in accordance with its terms, subject in each case to the Enforceability ExceptionExceptions. (b) Except in connection or in compliance with (i) the notification and waiting period requirements of the HSR Act, (ii) applicable insurance holding company Laws of California, Wisconsin and New York, (iii) compliance with and filings under Section 13(a) of the 1934 Act and (iv) the approvals, filings and notifications imposed by applicable Laws that are as set forth in Schedule 6.1(c)Section 4.2(b) of Buyer Disclosure Letter, the execution and delivery by the Seller Buyer Parties of the Transaction Agreements to which any of them is or will be a party do not, and the performance by each Seller such Buyer Party of, and the consummation by each Seller such Buyer Party of the transactions contemplated by, such the Transaction Agreements will not require any consent, approval, license, permit, order, qualification or authorization of, or registration or other action by, or any filing with or notification to, any Governmental Authority (each, a “Governmental Approval”)Approvals.