Common use of Organization and Authority of Purchaser Clause in Contracts

Organization and Authority of Purchaser. Purchaser (a) is an exempted company duly incorporated, validly existing and in good standing under the Laws of Bermuda, (b) has all requisite power to operate its business as now conducted and (c) is duly qualified as a foreign corporation to do business, and is in good standing (if applicable), in each jurisdiction where the conduct of its business or the ownership or leasing of its properties requires such qualification, except where failure to so qualify or be in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect with respect to Purchaser. Annuity Reinsurer (x) is an exempted company duly incorporated, validly existing and in good standing under the Laws of Bermuda, (y) has all requisite power to operate its business as now conducted and (z) is duly qualified as a foreign corporation to do business, and is in good standing (if applicable), in each jurisdiction where the conduct of its business or the ownership or leasing of its properties requires such qualification, except where failure to so qualify or be in good standing would not, individually or in the aggregate, reasonably be expected to materially impair the ability of Annuity Reinsurer to perform its obligations under the Transaction Agreements to which it is or will be a party. Purchaser and each applicable Affiliate of Purchaser (including Annuity Reinsurer) has all requisite corporate power and authority to execute and deliver this Agreement and each other Transaction Agreement to which it is or will be a party and to perform its obligations hereunder and thereunder. All necessary corporate action has been taken to bind the Purchaser and each applicable Affiliate of Purchaser (including Annuity Reinsurer) to this Agreement and each other Transaction Agreement to which it is or will be a party, and no additional corporate proceedings on the part of Purchaser or any applicable Affiliate of Purchaser (including Annuity Reinsurer) are necessary to authorize the consummation of this Agreement or the other Transaction Agreements to which any of them is or will be a party or the transactions contemplated hereby or thereby.

Organization and Authority of Purchaser. Purchaser (a) Anthem is an exempted a --------------------------------------- mutual insurance company duly organized, validly existing and in good standing under -50- the laws of the State of Indiana. Anthem West is, and Anthem Holding Company will be, on the Closing Date, a corporation duly incorporated, validly existing and in good standing under the Laws laws of Bermudathe State of Indiana. Subject to the necessary approvals by Governmental Authorities described in Article VIII, (b) each of Purchaser, Anthem West and Anthem Holding Company has all requisite power to operate its business as now conducted and (c) is duly qualified as a foreign corporation to do business, and is in good standing (if applicable), in each jurisdiction where the conduct of its business or the ownership or leasing of its properties requires such qualification, except where failure to so qualify or be in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect with respect to Purchaser. Annuity Reinsurer (x) is an exempted company duly incorporated, validly existing and in good standing under the Laws of Bermuda, (y) has all requisite power to operate its business as now conducted and (z) is duly qualified as a foreign corporation to do business, and is in good standing (if applicable), in each jurisdiction where the conduct of its business or the ownership or leasing of its properties requires such qualification, except where failure to so qualify or be in good standing would not, individually or in the aggregate, reasonably be expected to materially impair the ability of Annuity Reinsurer to perform its obligations under the Transaction Agreements to which it is or will be a party. Purchaser and each applicable Affiliate of Purchaser (including Annuity Reinsurer) has have all requisite necessary corporate power and authority to execute and deliver enter into this Agreement and each other Transaction Agreement the Escrow Agreement, to which it is or will be a party and to perform carry out its obligations hereunder and thereunderthereunder and to consummate the transactions contemplated hereby and thereby. All necessary corporate action has been taken to bind the Purchaser The execution and each applicable Affiliate delivery of Purchaser (including Annuity Reinsurer) to this Agreement and each other Transaction Agreement to which it is or will be a partyby Purchaser, the performance by Purchaser of its obligations hereunder, and no additional corporate proceedings the consummation by Purchaser of the transactions contemplated hereby, have been duly authorized by all requisite action on the part of Purchaser or any applicable Affiliate Purchaser. On the Closing Date, the following will have been duly authorized by all requisite action on the part of Purchaser Purchaser, Anthem West and Anthem Holding Company, as applicable: (including Annuity Reinsurera) are necessary to authorize the execution and delivery of the Escrow Agreement by Purchaser, Anthem West and/or Anthem Holding Company, as the case may be; (b) the performance by Purchaser, Anthem and/or Anthem Holding Company of their respective obligations, if any, under the Escrow Agreement; and (c) the consummation by Purchaser, Anthem West and/or Anthem Holding Company, as the case may be, of this Agreement or the other Transaction Agreements to which any of them is or will be a party or the transactions contemplated hereby by the Escrow Agreement. This Agreement (with respect to Anthem) has been, and upon its execution the Escrow Agreements (with respect to Anthem, Anthem West and Anthem Holding Company) will be, duly executed and delivered by Purchaser, Anthem West and Anthem Holding Company, as the case may be, and (assuming due authorization, execution and delivery by BCBSKS) this Agreement (with respect to Anthem) constitutes, and upon its execution the Escrow Agreement (with respect to Anthem, Anthem West and Anthem Holding Company) will constitute, legal, valid and binding obligations of Purchaser, Anthem West and Anthem Holding Company, as the case may be, enforceable against Purchaser, Anthem West and Anthem Holding Company, as the case may be, in accordance with their respective terms except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or therebyother similar laws affecting or relating to the enforcement of creditors' rights generally, (ii) applicable insurance company delinquency, rehabilitation and liquidation laws and (iii) general equitable principles.

Organization and Authority of Purchaser. Purchaser (a) Anthem is an exempted a mutual insurance company duly organized, validly existing and in good standing under the laws of the State of Indiana. Anthem West is, and Anthem, Inc. will be, on the Closing Date, a corporation duly incorporated, validly existing and in good standing under the Laws laws of Bermudathe State of Indiana. Subject to the necessary approvals by Governmental Authorities described in Article VIII, (b) each of Purchaser, Anthem West and Anthem, Inc. has all requisite power to operate its business as now conducted and (c) is duly qualified as a foreign corporation to do business, and is in good standing (if applicable), in each jurisdiction where the conduct of its business or the ownership or leasing of its properties requires such qualification, except where failure to so qualify or be in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect with respect to Purchaser. Annuity Reinsurer (x) is an exempted company duly incorporated, validly existing and in good standing under the Laws of Bermuda, (y) has all requisite power to operate its business as now conducted and (z) is duly qualified as a foreign corporation to do business, and is in good standing (if applicable), in each jurisdiction where the conduct of its business or the ownership or leasing of its properties requires such qualification, except where failure to so qualify or be in good standing would not, individually or in the aggregate, reasonably be expected to materially impair the ability of Annuity Reinsurer to perform its obligations under the Transaction Agreements to which it is or will be a party. Purchaser and each applicable Affiliate of Purchaser (including Annuity Reinsurer) has have all requisite necessary corporate power and authority to execute and deliver enter into this Agreement and each other Transaction Agreement the Escrow Agreement, to which it is or will be a party and to perform carry out its obligations hereunder and thereunderthereunder and to consummate the transactions contemplated hereby and thereby. All necessary corporate action has been taken to bind the Purchaser The execution and each applicable Affiliate delivery of Purchaser (including Annuity Reinsurer) to this Agreement and each other Transaction Agreement to which it is or will be a partyby Purchaser, the performance by Purchaser of its obligations hereunder, and no additional corporate proceedings the consummation by Purchaser of the transactions contemplated hereby, have been duly authorized by all requisite action on the part of Purchaser or any applicable Affiliate Purchaser. On the Closing Date, the following will have been duly authorized by all requisite action on the part of Purchaser Purchaser, Anthem West and Anthem, Inc., as applicable: (including Annuity Reinsurera) are necessary to authorize the execution and delivery of the Escrow Agreement by Purchaser, Anthem West and/or Anthem, Inc., as the case may be; (b) the performance by Purchaser, Anthem and/or Anthem, Inc. of their respective obligations, if any, under the Escrow Agreement; and (c) the consummation by Purchaser, Anthem West and/or Anthem, Inc., as the case may be, of this Agreement or the other Transaction Agreements to which any of them is or will be a party or the transactions contemplated hereby by the Escrow Agreement. This Agreement (with respect to Anthem) has been, and upon its execution the Escrow Agreements (with respect to Anthem, Anthem West and Anthem, Inc.) will be, duly executed and delivered by Purchaser, Anthem West and Anthem, Inc., as the case may be, and (assuming due authorization, execution and delivery by BCBSKS) this Agreement (with respect to Anthem) constitutes, and upon its execution the Escrow Agreement (with respect to Anthem, Anthem West and Anthem, Inc.) will constitute, legal, valid and binding obligations of Purchaser, Anthem West and Anthem, Inc., as the case may be, enforceable against Purchaser, Anthem West and Anthem, Inc., as the case may be, in accordance with their respective terms except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or therebyother similar laws affecting or relating to 37 the enforcement of creditors' rights generally, (ii) applicable insurance company delinquency, rehabilitation and liquidation laws and (iii) general equitable principles.

Organization and Authority of Purchaser. Purchaser (a) is an exempted company a limited partnership duly incorporatedorganized, validly existing and in good standing under the Laws laws of Bermudathe State of Delaware and will have, upon approval by the Board of Directors of Medical Properties Trust, Inc. of the transactions contemplated under this Agreement (b) has all the "Purchaser Approval"), the requisite power and authority to operate its business as now conducted enter into this Agreement and any other instruments, certificates or documents delivered by Purchaser to Seller in connection with this Agreement (c) is duly qualified as a foreign corporation to do business, and is in good standing (if applicablethe "Purchaser Documents"), in each jurisdiction where to the conduct of its business or the ownership or leasing of its properties requires such qualificationextent a party thereto, except where failure to so qualify or be in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect with respect to Purchaser. Annuity Reinsurer (x) is an exempted company duly incorporated, validly existing and in good standing under the Laws of Bermuda, (y) has all requisite power to operate its business as now conducted and (z) is duly qualified as a foreign corporation to do business, and is in good standing (if applicable), in each jurisdiction where the conduct of its business or the ownership or leasing of its properties requires such qualification, except where failure to so qualify or be in good standing would not, individually or in the aggregate, reasonably be expected to materially impair the ability of Annuity Reinsurer to perform carry out its obligations under hereunder and thereunder and to consummate the Transaction Agreements transactions contemplated hereby and thereby. Upon receipt of the Purchaser Approval, the execution and delivery by Purchaser of this Agreement and each of the other Purchaser Documents to which it is or will to be a party. , the performance by Purchaser and each applicable Affiliate of Purchaser (including Annuity Reinsurer) has all requisite corporate power and authority to execute and deliver this Agreement and each other Transaction Agreement to which it is or will be a party and to perform its obligations hereunder and thereunderthereunder and the consummation by Purchaser of the transactions contemplated hereby and thereby will be duly authorized by all necessary organizational action on the part of Purchaser. All necessary corporate action has been taken to bind This Agreement and, when executed and delivered at the Closing, each of the other Purchaser and each applicable Affiliate of Purchaser (including Annuity Reinsurer) to this Agreement and each other Transaction Agreement Documents to which it Purchaser is or will to be a party, have been duly executed and no additional corporate proceedings on the part of delivered by Purchaser or any applicable Affiliate of Purchaser (including Annuity Reinsurer) are necessary to authorize the consummation of and, assuming due authorization, execution and delivery by Seller, this Agreement constitutes the legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, except to the extent enforceability may be limited by bankruptcy, insolvency, moratorium or the other Transaction Agreements to which any similar laws affecting creditors rights generally or by general principles of them equity (regardless of whether enforcement is considered in a proceeding in equity or will be a party or the transactions contemplated hereby or therebyat law).

Organization and Authority of Purchaser. Purchaser (a) is an exempted a limited liability company duly incorporatedorganized, validly existing and in good standing under the Laws laws of Bermuda, (b) the State of Delaware and has all requisite necessary power and authority to operate enter into this Agreement and the Ancillary Agreements to which it is a party, to carry out its business as now conducted obligations hereunder and (c) thereunder and to consummate the Transactions. Purchaser is duly licensed or qualified as a foreign corporation to do business, business and is in good standing (if applicable), in each jurisdiction where which the conduct properties owned or leased by it or the operation of its business makes such licensing or the ownership or leasing of its properties requires such qualificationqualification necessary, except where to the extent that the failure to be so qualify licensed, qualified or be in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect with respect to Purchaser. Annuity Reinsurer (x) is an exempted company duly incorporated, validly existing not materially and in good standing under the Laws of Bermuda, (y) has all requisite power to operate its business as now conducted and (z) is duly qualified as a foreign corporation to do business, and is in good standing (if applicable), in each jurisdiction where the conduct of its business or the ownership or leasing of its properties requires such qualification, except where failure to so qualify or be in good standing would not, individually or in the aggregate, reasonably be expected to materially impair adversely affect the ability of Annuity Reinsurer Purchaser to perform carry out its obligations under this Agreement and to consummate the Transaction Transactions. The execution and delivery by Purchaser of this Agreement and the Ancillary Agreements to which it is or will be a party. , the performance by Purchaser and each applicable Affiliate of Purchaser (including Annuity Reinsurer) has all requisite corporate power and authority to execute and deliver this Agreement and each other Transaction Agreement to which it is or will be a party and to perform its obligations hereunder and thereunder. All necessary corporate thereunder and the consummation by Purchaser of the Transactions have been duly authorized by all requisite action has been taken to bind the Purchaser and each applicable Affiliate of Purchaser (including Annuity Reinsurer) to this Agreement and each other Transaction Agreement to which it is or will be a party, and no additional corporate proceedings on the part of Purchaser or any applicable Affiliate of Purchaser (including Annuity Reinsurer) are necessary to authorize Purchaser. This Agreement has been, and upon their execution the consummation of this Agreement or the other Transaction Ancillary Agreements to which any of them Purchaser is or will be a party or shall have been, duly executed and delivered by Purchaser, and (assuming due authorization, execution and delivery by the transactions contemplated hereby or therebySellers) this Agreement constitutes, and upon their execution the Ancillary Agreements to which Purchaser is a party shall constitute, legal, valid and binding obligations of Purchaser, enforceable against Purchaser in accordance with their respective terms.

Organization and Authority of Purchaser. Purchaser (a) is an exempted indirect, wholly-owned subsidiary of Jxxxxxx Controls International plc, and is a company duly incorporatedorganized, validly existing and in good standing under the Laws of Bermuda, (b) has all requisite power to operate its business as now conducted and (c) is duly qualified as a foreign corporation to do business, and is in good standing (if applicable), in each jurisdiction where the conduct of its business or the ownership or leasing of its properties requires such qualification, except where failure to so qualify or be in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect with respect to Purchaser. Annuity Reinsurer (x) is an exempted company duly incorporated, validly existing and in good standing under the Laws of Bermuda, (y) has all requisite power to operate its business as now conducted and (z) is duly qualified as a foreign corporation to do business, and is in good standing (if applicable), in each jurisdiction where the conduct of its business or the ownership or leasing of its properties requires such qualification, except where failure to so qualify or be in good standing would not, individually or in the aggregate, reasonably be expected to materially impair the ability of Annuity Reinsurer to perform its obligations under the Transaction Agreements to which it is or will be a partyLuxembourg. Purchaser and each applicable Affiliate of Purchaser (including Annuity Reinsurer) has all requisite corporate full power and authority to execute and deliver enter into this Agreement and the other Transaction Documents to which Purchaser is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Purchaser of this Agreement and any other Transaction Document to which Purchaser is a party, the performance by Purchaser of its obligations hereunder and under the other Transaction Documents to which Purchaser is a party, and the consummation by Purchaser of the transactions contemplated hereby and by the other Transaction Documents to which Purchaser is a party, have been duly authorized by all requisite corporate action on the part of Purchaser. This Agreement has been duly executed and delivered by Purchaser, and (assuming due authorization, execution and delivery by the Company of this Agreement) this Agreement party constitutes a legal, valid and binding obligation of Purchaser enforceable against Purchaser in accordance with its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, usury and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies. When each other Transaction Agreement Document to which it Purchaser is or will be a party and to perform its obligations hereunder and thereunder. All necessary corporate action has been taken to bind the duly executed and delivered by Purchaser (assuming due authorization, execution and delivery by each applicable Affiliate other party thereto), such Transaction Document will constitute a legal and binding obligation of Purchaser (including Annuity Reinsurer) to this Agreement enforceable against it in accordance with its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, usury and each other Transaction Agreement to which it is similar laws relating to, or will be a partyaffecting generally, the enforcement of applicable creditors’ rights and no additional corporate proceedings on the part of Purchaser or any applicable Affiliate of Purchaser (including Annuity Reinsurer) are necessary to authorize the consummation of this Agreement or the other Transaction Agreements to which any of them is or will be a party or the transactions contemplated hereby or therebyremedies.