Common use of Corporate Status and Authority Clause in Contracts

Corporate Status and Authority. Seller is a corporation duly ------------------------------ incorporated, validly existing and in good standing under the laws of the State of Delaware. Seller has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted, and to execute and deliver this Agreement and the Ancillary Agreements, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. On the Closing Date, the execution, delivery and performance by Seller of this Agreement and the Ancillary Agreements have been duly authorized by the Board of Directors of Seller, which constitutes all necessary corporate action on the part of Seller for such authorization. Subject to the immediately preceding sentence, this Agreement has been duly executed and delivered by Seller and constitutes the valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application referring to or affecting the enforcement of creditors' rights, or by general equitable principles. Upon the Closing, the Ancillary Agreements shall be duly executed and delivered by Seller and shall constitute the valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application referring to or affecting the enforcement of creditors' rights, or by general equitable principles.

Corporate Status and Authority. Seller The Purchaser is a corporation duly ------------------------------ incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware. Seller Maryland, each of ANLIC and First SunAmerica are stock life insurance companies duly organized, validly existing and in good standing under the laws of the States of Arizona and New York, respectively, and each of Purchaser, ANLIC and First SunAmerica has all requisite corporate power and authority to own, lease and operate conduct its properties business and to carry on own or lease its business properties, as now being conducted, owned or leased. Each of the Purchaser, ANLIC and First SunAmerica has full corporate power and authority to execute and deliver this Agreement and the Ancillary AgreementsAgreements to which it is a party, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and therebyTransactions. On the Closing Date, the Such execution, delivery delivery, performance and performance by Seller of this Agreement and the Ancillary Agreements consummation have been or will have been on or prior to the Closing, as applicable, duly authorized by the Board of Directors of Sellerthe Purchaser, ANLIC or First SunAmerica, as the case may be, which constitutes all necessary corporate action on the part of Seller the Purchaser, ANLIC and First SunAmerica for such authorization. Subject Each of this Agreement and the Ancillary Agreements to which it is a party has been or will have been on or prior to the immediately preceding sentenceClosing, this Agreement has been as applicable, duly executed and delivered by Seller each of the Purchaser, ANLIC and First SunAmerica, as applicable, and (assuming its due execution and delivery by the Seller) constitutes the legal, valid and binding obligation of Sellerthe Purchaser, ANLIC or First SunAmerica, as the case may be, enforceable against Seller them in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application referring to or affecting the enforcement of creditors' rights, or by general equitable principles. Upon the Closing, the Ancillary Agreements shall be duly executed and delivered by Seller and shall constitute the valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganizationfraudulent conveyance, moratorium moratorium, receivership or other similar laws of general application referring to affecting creditors or affecting the enforcement of insurance companies and creditors' rights, or rights generally and by general equitable principlesprinciples of equity (whether considered at law or in equity).

Corporate Status and Authority. Seller Purchaser is a corporation ------------------------------ duly ------------------------------ incorporated, validly existing and in good standing under the laws of the State of Delaware. Seller Purchaser has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted, and to execute and deliver this Agreement and the Ancillary Agreements, to perform its obligations hereunder and thereunder, thereunder and to consummate the transactions contemplated hereby and thereby. On the Closing Date, the The execution, delivery and performance by Seller Purchaser of this Agreement and the Ancillary Agreements have been duly authorized by the Board of Directors of SellerPurchaser, which constitutes all necessary corporate action on the part of Seller Purchaser for such authorization. Subject to the immediately preceding sentence, this This Agreement has been duly executed and delivered by Seller Purchaser and constitutes the valid and binding obligation of SellerPurchaser, enforceable against Seller Purchaser in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application referring to or affecting the enforcement of creditors' rights, or by general equitable principles. Upon the Closing, the Ancillary Agreements shall be duly executed and delivered by Seller Purchaser and shall constitute the valid and binding obligations of SellerPurchaser, enforceable against Seller Purchaser in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application referring to or affecting the enforcement of creditors' rights, or by general equitable principles.

Corporate Status and Authority. Seller The Company is a corporation duly ------------------------------ incorporated, validly existing and in good standing under the laws of the State of DelawareDelaware and is duly qualified and licensed to do business, and is in good standing, as a foreign corporation in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the failure to so qualify and be in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect (as defined below). Seller The Company has all the requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted, and to execute and deliver this Agreement and the Ancillary AgreementsMerger Agreement, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and therebyto conduct its business and to own, use or lease its properties and assets as now conducted, owned, used or leased. On the Closing Date, the execution, The execution and delivery and performance by Seller of this Merger Agreement and the Ancillary Agreements consummation of the transactions contemplated hereby by the Company have been duly and validly authorized and approved by the Company’s Board of Directors and the sole holder of Sellerthe Preferred Stock and, which constitutes all necessary immediately following the execution of this Merger Agreement, will be duly and validly authorized and approved by the holders of the required percentage of Common Stock, and no other corporate action or stockholder actions or proceedings on the part of Seller for such authorizationthe Company are necessary under the DGCL, the Amended and Restated Certificate of Incorporation of the Company or the by-laws of the Company, as the same have been amended from time to time (the “Restated Certificate” and the “By-laws,” respectively), to authorize or approve this Merger Agreement or to consummate the transactions contemplated hereby. Subject to the immediately preceding sentence, this This Merger Agreement has been duly executed and delivered by Seller the Company and, assuming the due authorization, execution and delivery by Buyer, constitutes the valid and binding obligation of Seller, the Company enforceable against Seller the Company in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganizationmoratorium, moratorium reorganization or other similar laws of general application referring to or affecting in effect which affect the enforcement of creditors' rights’ rights generally or (ii) general principles of equity, whether considered in a proceeding at law or by general equitable principlesin equity. Upon the ClosingThe Company has delivered or made available to Buyer true, the Ancillary Agreements shall be duly executed and delivered by Seller and shall constitute the valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application referring to or affecting the enforcement of creditors' rights, or by general equitable principles.correct and

Corporate Status and Authority. Seller The Purchaser is a corporation duly ------------------------------ incorporated, validly existing and in good standing under the laws of the State of Delaware. Seller Delaware and has all requisite corporate power and authority to own, lease and operate its properties assets and to carry on out its business as now being conducted, . The Purchaser has all requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements, other Transaction Documents to perform its obligations hereunder and thereunder, which it is a party and to consummate the transactions contemplated hereby and thereby. On The execution, delivery and performance of this Agreement and the Closing Date, other Transaction Documents have been duly and validly authorized by all necessary action of the Purchaser and no additional authorization on the part of the Purchaser is necessary in connection with the execution, delivery and performance by Seller of this Agreement and the Ancillary Agreements have been duly authorized by the Board of Directors of Seller, which such other Transaction Documents. This Agreement constitutes all necessary corporate action on the part of Seller for and such authorization. Subject to the immediately preceding sentence, this Agreement has been duly executed and delivered by Seller and constitutes the valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application referring to or affecting the enforcement of creditors' rights, or by general equitable principles. Upon the Closing, the Ancillary Agreements shall be duly executed and delivered by Seller and shall Transaction Documents upon execution will constitute the legal, valid and binding obligations of Sellerthe Purchaser, enforceable against Seller the Purchaser in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application referring to or affecting the enforcement of creditors' rights, rights generally or by general equitable principles. The execution, delivery and performance by the Purchaser of this Agreement and such other Transaction Documents does not and will not conflict with, contravene, result in a violation or breach of or default, or give rise to any right of termination, cancellation or acceleration (with or without the giving of notice or the lapse of time or both), or result in the creation of any Lien upon any of the assets of Purchaser, in each case under (i) any Law applicable to the Purchaser, (ii) any material contract or agreement to which the Purchaser is a party, or (iii) the organizational documents of the Purchaser, except, in the case of clauses (i) and (ii), for conflicts, violations, breaches and defaults that, individually or in the aggregate, would not reasonably be likely to have a material adverse effect on the financial condition, results of operation or business of the Purchaser, or to materially impair the ability of the Purchaser to perform its obligations hereunder or thereunder.

Corporate Status and Authority. Seller Each of Buyer and Merger Sub is a corporation duly ------------------------------ incorporated, validly existing and in good standing under the laws of the State of Delaware. Seller Delaware and has all the requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted, and to execute and deliver this Agreement and the Ancillary AgreementsAgreement, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and therebyto conduct its business and to own, use or lease its properties and assets as now conducted, owned, used or leased. On Buyer is duly qualified and licensed to do business, and is in good standing, in each jurisdiction where the Closing Datecharacter of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except where the executionfailure to be so qualified would not, individually or in the aggregate, impair its ability to fulfill its obligations hereunder. The execution and delivery and performance by Seller of this Agreement and the Ancillary Agreements consummation of the transactions contemplated hereby this Agreement by Buyer and Merger Sub have been duly and validly authorized and approved by the Board of Directors of Sellereach of Buyer and Merger Sub and by the written consent of Buyer as the sole holder of Merger Sub’s capital stock, which constitutes all necessary and no other corporate action or stockholder proceedings on the part of Seller Buyer or Merger Sub are necessary to authorize or approve this Agreement or to consummate the transactions contemplated hereby. In addition, the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by Buyer and Merger Sub have been approved by the Special Committee and recommended for such authorization. Subject approval to the immediately preceding sentence, this Parent’s Board of Directors and duly and validly authorized and approved by Parent’s Board of Directors. This Agreement has been duly executed and delivered by Seller Buyer and Merger Sub and, assuming due authorization, execution and delivery by the Company, constitutes the valid and binding obligation of SellerBuyer and Merger Sub, enforceable against Seller Buyer and Merger Sub in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganizationmoratorium, moratorium reorganization or other similar laws of general application referring to or affecting in effect which affect the enforcement of creditors' rightscreditors rights generally or (ii) general principles of equity, whether considered in a proceeding at law or by general equitable principles. Upon the Closing, the Ancillary Agreements shall be duly executed and delivered by Seller and shall constitute the valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application referring to or affecting the enforcement of creditors' rights, or by general equitable principlesequity.

Corporate Status and Authority. Seller Purchaser is a corporation ------------------------------- duly ------------------------------ incorporated, validly existing and in good standing under the laws of the State of Delaware. Seller Purchaser has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted, and to execute and deliver this Agreement and the Ancillary Agreements, to perform its obligations hereunder and thereunder, thereunder and to consummate the transactions contemplated hereby and thereby. On the Closing Date, the The execution, delivery and performance by Seller Purchaser of this Agreement and the Ancillary Agreements have been duly authorized by the Board of Directors of SellerPurchaser, which constitutes all necessary corporate action on the part of Seller Purchaser for such authorization. Subject to the immediately preceding sentence, this This Agreement has been duly executed and delivered by Seller Purchaser and constitutes the valid and binding obligation of SellerPurchaser, enforceable against Seller Purchaser in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application referring to or affecting the enforcement of creditors' rights, or by general equitable principles. Upon the Closing, the Ancillary Agreements shall be duly duty executed and delivered by Seller Purchaser and shall constitute the valid and binding obligations of Seller, Purchaser. enforceable against Seller Purchaser in accordance with their respective terms, . except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, . moratorium or other laws of general application referring to or affecting the enforcement of creditors' rights, or by general equitable principles.

Corporate Status and Authority. Each Seller is a corporation duly ------------------------------ incorporated, validly existing and in good standing under the laws of the State state of Delawareits incorporation and has the corporate power and authority to own the Shares, as applicable, and to execute and deliver this Agreement and perform its obligations hereunder. Seller Each member of the Company Group is an entity duly incorporated or, where applicable, duly formed, validly existing and, where such concept is recognized, in good standing under the laws of the jurisdiction of its organization, and has all requisite full corporate or other applicable organizational power and authority to own, lease and operate its assets and properties and to carry on its business as now being presently conducted. Each member of the Company Group is duly qualified and, where such concept is recognized, in good standing as a foreign corporation to do business in all jurisdictions in which it is required to be so qualified and in good standing and in which the failure to execute be so qualified and deliver this Agreement and in good standing, individually or in the Ancillary Agreementsaggregate, would not reasonably be expected to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and therebyhave a Material Adverse Effect. On the Closing Date, the The execution, delivery and performance by Seller of this Agreement and all of the Ancillary Agreements documents and instruments required by this Agreement have been duly authorized by the Board board of Directors directors of Sellereach of the Sellers, which approval constitutes all necessary corporate action on the part of Seller the Sellers for such authorization. Subject to the immediately preceding sentence, this This Agreement has been duly executed and delivered by Seller each of the Sellers and (assuming due authorization, execution and delivery by the Purchaser) constitutes the valid and binding obligation of Seller, each of the Sellers enforceable against Seller the Sellers in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application referring to or affecting the enforcement of creditors' rights, or by general equitable principles. Upon the Closing, the Ancillary Agreements shall be duly executed and delivered by Seller and shall constitute the valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganizationfraudulent conveyance, moratorium moratorium, receivership or other similar laws of general application referring to or affecting the enforcement of creditors' rights, or ’ rights generally and by general equitable principlesprinciples of equity (whether considered at law or in equity).