Common use of Corporate Authorization; Binding Effect Clause in Contracts

Corporate Authorization; Binding Effect. (a) Seller and each Selling Entity, as the case may be, has or will have full corporate (or other limited company) power and authority to execute and deliver this Agreement and/or each other Transaction Document to which it is a party, to perform its obligations hereunder and thereunder, as applicable, and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Seller and each Selling Entity, as the case may be, of the Transaction Documents to which it is a party and each other document, agreement or instrument to be executed and delivered by Seller and each Selling Entity, as the case may be, pursuant to the Transaction Documents, and the performance by Seller and each Selling Entity, as the case may be, of its obligations hereunder and thereunder have been or at the Closing will have been duly authorized by all necessary action on the part of Seller and each Selling Entity, as applicable. (b) This Agreement has been, and each other Transaction Document to which Seller or any Selling Entity is a party will be, duly and validly executed and delivered by Seller and/or the applicable Selling Entity, as the case may be, and this Agreement is, and each of the other Transaction Documents to which Seller or a Selling Entity is a party, when executed and delivered by Seller or a Selling Entity, as applicable, will constitute, assuming due execution and delivery by the other parties to such Transaction Document, a valid and binding obligation of Seller and/or the applicable Selling Entity, as the case may be, enforceable against Seller and/or the applicable Selling Entity in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

Corporate Authorization; Binding Effect. (a) Seller Buyer and each Selling EntityBuyer Designee, as the case may be, has or will have full corporate (or other limited company) power and authority to execute and deliver this Agreement and/or each other Transaction Document to which it is a party, to perform its obligations hereunder and thereunder, as applicable, and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Seller Buyer and each Selling EntityBuyer Designee, as the case may be, of the Transaction Documents to which it is a party and each other document, agreement or instrument to be executed and delivered by Seller and each Selling EntityBuyer or such Buyer Designee, as the case may be, pursuant to the Transaction Documents, and the performance by Seller Buyer and each Selling Entitysuch Buyer Designee, as the case may be, of its obligations hereunder and thereunder have been or at the Closing will thereunder, have been duly authorized by all necessary corporate action on the part of Seller Buyer and each Selling Entitysuch Buyer Designee, as applicable. (b) This Agreement has been, and each other Transaction Document to which Seller Buyer or any Selling Entity Buyer Designee is a party will be, duly and validly executed and delivered by Seller Buyer and/or the applicable Selling EntityBuyer Designee, as the case may be, and this Agreement is, and, when executed and delivered by Buyer or an applicable Buyer Designee, as the case may be, each of the other Transaction Documents to which Seller Buyer or a Selling Entity such Buyer Designee is a party, when executed and delivered by Seller or a Selling Entity, as applicable, party will constitute, assuming due execution and delivery by the other parties to such Transaction Document, a valid and binding obligation of Seller Buyer and/or the applicable Selling EntityBuyer Designee, as the case may be, enforceable against Seller Buyer and/or the applicable Selling Entity Buyer Designee, as the case may be, in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

Corporate Authorization; Binding Effect. (a) The execution, delivery and performance by Seller of this Agreement, each Ancillary Agreement to which it will be a party and each Selling Entityother agreement, as the case may be, has or will have full corporate (or other limited company) power document and authority instrument to execute be executed and deliver delivered in connection with this Agreement and/or and each other Transaction Document Ancillary Agreement to which it is a party, to perform its obligations hereunder and thereunder, as applicable, and to consummate the consummation of the transactions contemplated hereby and thereby. The execution , are within the corporate powers of and delivery by Seller and each Selling Entityhave been, as the case may or will be, of the Transaction Documents to which it is a party and each other document, agreement or instrument to be executed and delivered by Seller and each Selling Entity, as the case may be, pursuant to the Transaction Documents, and the performance by Seller and each Selling Entity, as the case may be, of its obligations hereunder and thereunder have been or at the Closing will have been duly authorized by all necessary corporate action on the part of Seller and each Selling EntitySeller. This Agreement, as applicable. (b) This Agreement has been, and each other Transaction Document subject to which Seller or any Selling Entity is a party will be, duly and validly executed and delivered by Seller and/or the applicable Selling Entity, as the case may be, and this Agreement is, and each of the other Transaction Documents to which Seller or a Selling Entity is a party, when executed and delivered by Seller or a Selling Entity, as applicable, will constitute, assuming due execution and delivery hereof by the other parties to such Transaction Documenthereto, constitutes a valid and binding obligation agreement of Seller and/or the applicable Selling Entity, as the case may beSeller, enforceable against Seller and/or the applicable Selling Entity in accordance with its terms, except as such that the enforcement hereof may be limited by (i) bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws affecting now or hereinafter in effect relating to creditors’ rights generally or by and (ii) general principles of equity (regardless of whether enforcement enforceability is sought considered in a proceeding in equity or at law). As of the Closing Date (or, if applicable, in the case of the New York Accident and Health Coinsurance Agreement and the New York Accident and Health Administrative Services Agreement, the NY Closing Date), each Ancillary Agreement to which Seller will be a party and each other agreement, document and instrument to be executed and delivered in connection with this Agreement and each Ancillary Agreement to which it will be a party, subject to the due execution and delivery thereof by the other parties thereto, will constitute a valid and binding agreement of Seller, enforceable against Seller in accordance with its terms, except that the enforcement thereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereinafter in effect relating to creditors’ rights generally and (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law). (b) The execution, delivery and performance by any Affiliate of Seller of each Ancillary Agreement to which such Affiliate is or will be a party and each other agreement, document and instrument to be executed and delivered in connection with each Ancillary Agreement to which it is or will be a party, and the consummation of the transactions contemplated thereby, are within the corporate powers of each such Affiliate and have been, or will be, duly authorized by all necessary corporate action on the part of each such Affiliate. As of the Closing Date, (or, if applicable, in the case of the New York Accident and Health Coinsurance Agreement and the New York Accident and Health Administrative Services Agreement, the NY Closing Date), each Ancillary Agreement to which each such Affiliate will be a party and each other agreement, document and instrument to be executed and delivered in connection with each Ancillary Agreement to which it will be a party, subject to the due execution and delivery thereof by the other parties thereto, will constitute a valid and binding agreement of each such Affiliate, enforceable against such Affiliate in accordance with its terms, except that the enforcement thereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereinafter in effect relating to creditors’ rights generally and (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law).

Corporate Authorization; Binding Effect. (a) Seller The execution, delivery and performance by Buyer of this Agreement and each Selling Entity, as the case may be, has or will have full corporate (or other limited company) power and authority to execute and deliver this Ancillary Agreement and/or each other Transaction Document to which it is will be a party, and each other agreement, document and instrument to perform its obligations hereunder be executed and thereunder, as applicabledelivered in connection with this Agreement and each Ancillary Agreement to which it will be a party, and to consummate the consummation of the transactions contemplated hereby and thereby, are within Buyer’s corporate powers and have been duly authorized by all necessary corporate action on the part of Buyer. The This Agreement, subject to the due execution and delivery hereof by Seller the other parties hereto, constitutes a valid and binding agreement of Buyer, enforceable against Buyer in accordance with its terms, except that the enforcement hereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereinafter in effect relating to creditors’ rights generally and (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). As of the Closing Date, each Ancillary Agreement to which Buyer is a party, and each Selling Entityother agreement, as document and instrument to be executed and delivered in connection with this Agreement and each Ancillary Agreement to which it will be a party, subject to the case due execution and delivery thereof by the other parties thereto, will constitute a valid and binding agreement of Buyer, enforceable against Buyer in accordance with its terms, except that the enforcement thereof may bebe limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereinafter in effect relating to creditors’ rights generally and (ii) general principles of the Transaction Documents equity (regardless of whether enforceability is considered in a proceeding in equity or at Law). (b) The execution, delivery and performance by each Affiliate of Buyer of each Ancillary Agreement to which it is a party and each other documentagreement, agreement or document and instrument to be executed and delivered by Seller and in connection with each Selling Entity, as the case may be, pursuant Ancillary Agreement to the Transaction Documentswhich it will be a party, and the performance by Seller consummation of the transactions contemplated thereby, are within the corporate powers of each such Affiliate, and each Selling Entity, as the case may be, of its obligations hereunder and thereunder have been or at the Closing will have been duly authorized by all necessary corporate action on the part of Seller and each Selling Entitysuch Affiliate. As of the Closing Date, as applicable. (b) This each Ancillary Agreement has been, to which each Affiliate of Buyer will be a party and each other Transaction Document agreement, document and instrument to which Seller or any Selling Entity is a party will be, duly and validly be executed and delivered by Seller and/or the applicable Selling Entity, as the case may be, and this in connection with each Ancillary Agreement is, and each of the other Transaction Documents to which Seller or a Selling Entity is it will be a party, when executed and delivered by Seller or a Selling Entity, as applicable, will constitute, assuming subject to the due execution and delivery thereof by the other parties to such Transaction Documentthereto, will constitute a valid and binding obligation agreement of Seller and/or the applicable Selling Entity, as the case may beeach such Affiliate, enforceable against Seller and/or the applicable Selling Entity such Affiliate in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).