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

Incorporation and Authority of the Acquiror. The Acquiror is an exempted company with limited liability duly organized, validly existing and in good standing under the Laws of Bermuda. The Acquiror or the applicable Affiliate of the Acquiror (as applicable) has all requisite corporate or other applicable organizational power to enter into, consummate the transactions contemplated by and carry out its obligations under, each of the Transaction Agreements to which it is a party. The execution and delivery by the Acquiror or the applicable Affiliate of the Acquiror (as applicable) of each of the Transaction Agreements to which it is a party and the consummation by the Acquiror or the applicable Affiliate of the Acquiror (as applicable) of the transactions contemplated by each of the Transaction Agreements to which it is a party have been or will be prior to the Closing (as applicable) duly authorized by all requisite corporate or other similar organizational action on the part of the Acquiror or the applicable Affiliate of the Acquiror (as applicable). Each of the Transaction Agreements to which the Acquiror or the applicable Affiliate of the Acquiror (as applicable) is a party has been, or upon execution and delivery thereof will be, duly executed and delivered by the Acquiror or the applicable Affiliate of the Acquiror (as applicable). Assuming due authorization, execution and delivery by the other parties hereto or thereto, each of the Transaction Agreements to which the Acquiror or the applicable Affiliate of the Acquiror (as applicable) is a party constitutes, or upon execution and delivery thereof will constitute, the legal, valid and binding obligation of the Acquiror or the applicable Affiliate of the Acquiror (as applicable), enforceable against it in accordance with its terms, subject in each case to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, rehabilitation, liquidation, fraudulent conveyance, preferential transfer or similar Laws now or hereafter in effect relating to or affecting creditors’ rights and remedies generally and subject, as to enforceability, to the effect of general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law).

Incorporation and Authority of the Acquiror. The Acquiror is an a Bermuda exempted company with limited liability by shares duly organized, validly existing and in good standing (in each case to the extent such concepts are applicable) under the Laws of Bermudaits jurisdiction of organization. The Acquiror or the applicable Affiliate of the Acquiror (as applicable) has all requisite corporate or other applicable organizational power to enter into, consummate the transactions contemplated by by, and carry out its obligations under, under each of the Transaction Agreements to which it is a party. The execution and delivery by the Acquiror or the applicable Affiliate of the Acquiror (as applicable) of each of the Transaction Agreements to which it is or is contemplated to be a party and the consummation by the Acquiror or the applicable Affiliate of the Acquiror (as applicable) of the transactions contemplated by each of the Transaction Agreements to which it is a party or is contemplated to be a party have been or will be prior to the Closing (as applicable) duly authorized by all requisite corporate or other similar organizational action on the part of the Acquiror or Acquiror. This Agreement has been duly executed and delivered by the applicable Affiliate of the Acquiror (as applicable)Acquiror. Each of the Transaction Agreements to which the Acquiror or the applicable Affiliate of the Acquiror (as applicable) is a party or is contemplated to be party has been, or upon execution and delivery thereof will be, duly executed and delivered by the Acquiror or the applicable Affiliate of the Acquiror (as applicable)Acquiror. Assuming due authorization, execution and delivery by the other parties hereto or thereto, each of the Transaction Agreements to which the Acquiror is a party or the applicable Affiliate of the Acquiror (as applicable) is contemplated to be a party constitutes, or upon execution and delivery thereof will constitute, the legal, valid and binding obligation of the Acquiror or the applicable Affiliate of the Acquiror (as applicable)Acquiror, enforceable against it in accordance with its terms, subject in each case to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, rehabilitation, liquidation, fraudulent conveyance, preferential transfer moratorium or similar Laws now or hereafter in effect relating to or affecting creditors’ rights and remedies generally and subject, as to enforceability, to the effect of general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law).

Incorporation and Authority of the Acquiror. The Acquiror is an exempted insurance company with limited liability duly organizedincorporated, validly existing and in good standing under the Laws of Bermudathe state of Texas. The Acquiror or the applicable Affiliate of the Acquiror (as applicable) has all requisite corporate or other applicable organizational full power and authority to enter intointo this Agreement and the other Transaction Agreements to which Acquiror is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated by hereby and carry out its obligations under, each of the Transaction Agreements to which it is a partythereby. The execution and delivery by the Acquiror or of this Agreement and the applicable Affiliate of the Acquiror (as applicable) of each of the other Transaction Agreements to which it the Acquiror is or will be a party and party, the consummation by the Acquiror or the applicable Affiliate of the Acquiror (as applicable) of the transactions contemplated by, and the performance by each the Acquiror of the its obligations under, such Transaction Agreements to which it is a party Agreements, have been or will be prior to by the Closing (as applicable) Closing, duly authorized by all requisite corporate or other similar organizational action on the part of the Acquiror or the applicable Affiliate Acquiror. This Agreement has been, and upon execution and delivery of the Acquiror (as applicable). Each of the other Transaction Agreements to which the Acquiror is or the applicable Affiliate of the Acquiror (as applicable) is will be a party has beenparty, or upon execution and delivery thereof such other Transaction Agreements will be, be duly executed and delivered by the Acquiror or the applicable Affiliate of the Acquiror Acquiror, and (as applicable). Assuming assuming due authorization, execution and delivery by the other parties hereto or theretoSeller, each as applicable) this Agreement constitutes, and upon execution and delivery of the other Transaction Agreements to which the Acquiror or the applicable Affiliate of the Acquiror (as applicable) is intended by this Agreement to be a party constitutesparty, or upon execution and delivery thereof such other Transaction Agreements, will constitute, the legal, valid and binding obligation obligations of the Acquiror or the applicable Affiliate of enforceable against the Acquiror (as applicable), enforceable against it in accordance with its their terms, subject in each case to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, rehabilitation, liquidation, fraudulent conveyance, preferential transfer conveyance or similar Laws now or hereafter in effect laws relating to or affecting creditors’ rights and remedies generally and subject, as to enforceability, to the effect of general equitable principles of equity (regardless of whether enforcement such enforceability is sought considered in a proceeding in equity or at law).