Common use of Incorporation and Authority of the Acquiror Clause in Contracts

Incorporation and Authority of the Acquiror. The Acquiror is an insurance company duly incorporated, validly existing and in good standing under the Laws of the jurisdiction of its incorporation and has all necessary power to enter into this Agreement and each of the other Transaction Agreements to which the Acquiror is intended by this Agreement to be a party (the “Acquiror Transaction Agreements”) and to consummate the transactions contemplated by, and to carry out its obligations under, the Acquiror Transaction Agreements. The execution and delivery of the Acquiror Transaction Agreements by the Acquiror, the consummation by the Acquiror of the transactions contemplated by, and the performance by the Acquiror of its obligations under, the Acquiror Transaction Agreements have been duly authorized by all requisite action on the part of the Acquiror. This Agreement has been, and upon execution and delivery, the other Acquiror Transaction Agreements will be, duly executed and delivered by the Acquiror, and (assuming due authorization, execution and delivery by the Seller) this Agreement constitutes, and upon execution and delivery thereof, each of the other Acquiror Transaction Agreements will constitute the legal, valid and binding obligation of the Acquiror enforceable against the Acquiror in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to the effect of general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at Law).

Incorporation and Authority of the Acquiror. The Acquiror is an insurance company a corporation duly incorporated, validly existing and in good standing under the Laws of the jurisdiction of its incorporation and has all necessary corporate power to enter into this Agreement and each of the other Transaction Agreements to which the Acquiror is intended by this Agreement to be a party (the “Acquiror Transaction Agreements”) and into, to consummate the transactions contemplated by, and to carry out its obligations under, the Acquiror Transaction Agreements. The execution and delivery of the Acquiror Transaction Agreements by the Acquiror, the consummation by the Acquiror of the transactions contemplated by, and the performance by the Acquiror of its obligations under, the Acquiror Transaction Agreements have been duly authorized by all requisite corporate action on the part of the Acquiror. This Agreement has and the Tax Matters Agreement have been, and upon execution and delivery, delivery the other Acquiror Transaction Ancillary Agreements to which it is a party will be, duly executed and delivered by the Acquiror, and (assuming due authorization, execution and delivery by the SellerGE Parties and the Company, as applicable) this Agreement constitutesand the Tax Matters Agreement constitute, and upon execution and delivery thereof, each of the other Acquiror Transaction Ancillary Agreements will constitute the constitute, legal, valid and binding obligation obligations of the Acquiror enforceable against the Acquiror in accordance with its their terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or similar Laws laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to the effect of general equitable principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at Lawlaw).

Incorporation and Authority of the Acquiror. The Acquiror is an insurance company a corporation or other organization duly incorporatedincorporated or organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization and has all necessary corporate power to enter into this Agreement and each of the other Transaction Agreements to which the Acquiror is intended by this Agreement to be a party (the “Acquiror Transaction Agreements”) and to consummate the transactions contemplated by, and to carry out its obligations under, the Acquiror Transaction Agreements. The execution and delivery of the Acquiror Transaction Agreements by the Acquiror, the consummation by the Acquiror of the transactions contemplated by, and the performance by the Acquiror of its obligations under, the Acquiror Transaction Agreements have been duly authorized by all requisite corporate action on the part of the Acquiror. This Agreement has and the Tax Matters Agreement have been, and upon execution and delivery, delivery the other Acquiror Transaction Ancillary Agreements will be, duly executed and delivered by the Acquiror, and (assuming due authorization, execution and delivery by the SellerSellers, as applicable) this Agreement constitutesand the Tax Matters Agreement constitute, and upon execution and delivery thereof, each of the other Acquiror Transaction Ancillary Agreements will constitute the constitute, legal, valid and binding obligation obligations of the Acquiror enforceable against the Acquiror in accordance with its their terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or similar Laws laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to the effect of general equitable principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at Lawlaw).

Incorporation and Authority of the Acquiror. The Acquiror is an insurance company a corporation or other organization duly incorporated, formed or organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation incorporation, formation or organization and has all necessary corporate or other organizational power to enter into this Agreement and each of the other Transaction Agreements to which the Acquiror is intended by this Agreement to be a party (the “Acquiror Transaction Agreements”) and to consummate the transactions contemplated by, and to carry out its obligations under, the Acquiror Transaction Agreements. The execution and delivery of the Acquiror Transaction Agreements by the Acquiror, the consummation by the Acquiror of the transactions contemplated by, and the performance by the Acquiror of its obligations under, the Acquiror Transaction Agreements have been duly authorized by all requisite corporate or other organizational action on the part of the Acquiror. This Agreement has been, and upon execution and delivery, delivery the other Acquiror Transaction Ancillary Agreements will be, duly executed and delivered by the Acquiror, and (assuming due authorization, execution and delivery by the SellerSellers, as applicable) this Agreement constitutes, and upon execution and delivery thereof, each of the other Acquiror Transaction Ancillary Agreements will constitute the constitute, legal, valid and binding obligation obligations of the Acquiror enforceable against the Acquiror in accordance with its their terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or similar Laws laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to the effect of general equitable principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at Lawlaw).

Incorporation and Authority of the Acquiror. The Acquiror is an insurance company a corporation or other organization duly incorporatedincorporated or organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization and has all necessary power to enter into this Agreement and each of the other Transaction Agreements to which the Acquiror is intended by this Agreement to be a party (the “Acquiror Transaction Agreements”) and to consummate the transactions contemplated by, and to carry out its obligations under, the Acquiror Transaction Agreements. The execution and delivery of the Acquiror Transaction Agreements by the Acquiror, the consummation by the Acquiror of the transactions contemplated by, and the performance by the Acquiror of its obligations under, the Acquiror Transaction Agreements have been duly authorized by all requisite action on the part of the Acquiror. This Agreement has been, and upon execution and delivery, the other Acquiror Transaction Agreements will be, duly executed and delivered by the Acquiror, and (assuming due authorization, execution and delivery by the SellerSellers, as applicable) this Agreement constitutes, and upon execution and delivery thereof, each of the other Acquiror Transaction Agreements will constitute the legal, valid and binding obligation of the Acquiror enforceable against the Acquiror in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to the effect of general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at Law).

Incorporation and Authority of the Acquiror. The Acquiror is an insurance company a corporation or other organization duly incorporatedincorporated or organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization and has all necessary corporate power to enter into this Agreement and each of the other Transaction Agreements to which the Acquiror is intended by this Agreement to be a party (the “Acquiror Transaction Agreements”) and to consummate the transactions contemplated by, and to carry out its obligations under, the Acquiror Transaction Agreements. The execution and delivery of the Acquiror Transaction Agreements by the Acquiror, the consummation by the Acquiror of the transactions contemplated by, and the performance by the Acquiror of its obligations under, the Acquiror Transaction Agreements have been (or will be prior to the Closing) duly authorized by all requisite corporate action on the part of the Acquiror. This Agreement has and the Tax Matters Agreement have been, and upon execution and delivery, delivery the other Acquiror Transaction Ancillary Agreements will be, duly executed and delivered by the Acquiror, and (assuming due authorization, execution and delivery by the SellerSellers and the Business Subsidiaries, as applicable) this Agreement constitutesand the Tax Matters Agreement constitute, and upon execution and delivery thereof, each of the other Acquiror Transaction Ancillary Agreements will constitute the constitute, legal, valid and binding obligation obligations of the Acquiror enforceable against the Acquiror in accordance with its their terms, subject to the effect of any applicable Laws relating to bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or preferential transfers, or similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to the effect of general equitable principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at Lawlaw).

Incorporation and Authority of the Acquiror. The Acquiror is an insurance company a corporation or other organization duly incorporatedincorporated or organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization and has all necessary corporate power to enter into this Agreement and each of the other Transaction Agreements to which the Acquiror is intended by this Agreement to be a party (the “Acquiror Transaction Agreements”) and to consummate the transactions contemplated by, and to carry out its obligations under, the Acquiror Transaction Agreements. The execution and delivery of the Acquiror Transaction Agreements by the Acquiror, the consummation by the Acquiror of the transactions contemplated by, and the performance by the Acquiror of its obligations underunder the Transaction Agreements, the Acquiror Transaction Agreements have been duly authorized by all requisite corporate action on the part of the Acquiror. This Agreement has been, and upon execution and deliverydelivery thereof, the other Acquiror Transaction Ancillary Agreements will be, duly executed and delivered by the Acquiror, and (assuming due authorization, execution and delivery by the SellerCompany) this Agreement constitutes, and upon execution and delivery thereof, each of the other Acquiror Transaction Ancillary Agreements will constitute the constitute, legal, valid and binding obligation obligations of the Acquiror enforceable against the Acquiror in accordance with its their terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or similar Laws laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to the effect of general equitable principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at Lawlaw).

Incorporation and Authority of the Acquiror. The Acquiror is an insurance company duly incorporateda corporation or other organization incorporated or organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization and has all necessary corporate power to enter into this Agreement and each of the other Transaction Agreements to which the Acquiror is intended by this Agreement to be a party (the “Acquiror Transaction Agreements”) and to consummate the transactions contemplated by, and to carry out its obligations under, the Acquiror Transaction Agreements. The execution and delivery of the Acquiror Transaction Agreements by the Acquiror, the consummation by the Acquiror of the transactions contemplated by, and the performance by the Acquiror of its obligations under, the Acquiror Transaction Agreements have been duly authorized by all requisite corporate action on the part of the Acquiror. This Agreement has been, and upon execution and delivery, delivery thereof the other Acquiror Transaction Ancillary Agreements will be, duly executed and delivered by the Acquiror, and (assuming due authorization, execution and delivery by the SellerSellers) this Agreement constitutes, and upon execution and delivery thereof, each of thereof the other Acquiror Transaction Ancillary Agreements will constitute the constitute, legal, valid and binding obligation obligations of the Acquiror enforceable against the Acquiror in accordance with its their terms, subject to the effect of any applicable Laws relating to bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or preferential transfers, or similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to the effect of general equitable principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at Lawlaw).