Common use of Enforceability; No Conflict Clause in Contracts

Enforceability; No Conflict. Insurer has received all necessary corporate approvals and no other action on the part of Insurer is necessary to authorize the execution, delivery and performance of this Commitment Agreement and the Contract, and the consummation of the transactions contemplated to be undertaken by Insurer in this Commitment Agreement and the Contract. This Commitment Agreement has been duly executed and delivered by Insurer, and is a valid and binding obligation of Insurer and enforceable against Insurer in accordance with its terms, subject to the applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (“Enforceability Exceptions”). The execution, delivery, and performance of this Commitment Agreement and the Contract by Insurer, and the consummation by Insurer of the transactions contemplated to be undertaken by Insurer in this Commitment Agreement, do not (1) violate or conflict with any provision of its certificates or articles of incorporation, bylaws, code of regulations, or comparable governing documents, (2) except for the filings and approvals of state insurance governmental authorities in the states listed on Schedule 6, violate or conflict with any law or order of any governmental authority applicable to Insurer, (3) require any governmental or governmental agency approval other than any filing made or approval received as of the Commitment Agreement Date and filings with and approvals of state insurance governmental authorities in the states listed on Schedule 6 or (4) require any consent of or other action by any person under, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, or cause or permit termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit under, any provision of any contract to which Insurer is a party, except where the occurrence of any of the foregoing would not have a material adverse effect on Insurer’s ability to consummate the transactions and perform its obligations contemplated by this Commitment Agreement. No filing or approval is required to issue the annuity certificates in accordance with the Contract, other than any filing made or approval received as of the Commitment Agreement Date and filings with and approvals of state insurance governmental authorities in the states listed on Schedule 6.

Enforceability; No Conflict. Such Insurer has received all necessary corporate approvals and no other action on the part of such Insurer is necessary to authorize the execution, delivery and performance of this Commitment Agreement and the applicable Contract, and the consummation of the transactions contemplated to be undertaken by such Insurer in this Commitment Agreement and the applicable Contract. This Commitment Agreement has been duly executed and delivered by each Insurer, and is a valid and binding obligation of Insurer Insurers and enforceable against Insurer Insurers in accordance with its terms, subject to the applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (“Enforceability Exceptions”). The execution, delivery, and performance of this Commitment Agreement and the Contract by InsurerInsurers, and the consummation by Insurer Insurers of the transactions contemplated to be undertaken by Insurer Insurers in this Commitment Agreement, do not (1) violate or conflict with any provision of its certificates or articles of incorporation, bylaws, code of regulations, or comparable governing documents, (2) except for the filings and approvals of state insurance governmental authorities in the states listed on Schedule 67, violate or conflict with any law or order of any governmental authority applicable to such Insurer, (3) require any governmental or governmental agency approval other than any filing made or approval received as of the Commitment Agreement Date and filings with and approvals of state insurance governmental authorities in the states listed on Schedule 6 7 or (4) require any consent of or other action by any person under, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, or cause or permit termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit under, any provision of any contract to which such Insurer is a party, except where the occurrence of any of the foregoing would not have a material adverse effect on such Insurer’s ability to consummate the transactions and perform its obligations contemplated by this Commitment Agreement. No filing or approval is required to issue the annuity certificates in accordance with the Contract, other than any filing made or approval received as of the Commitment Agreement Date and filings with and approvals of state insurance governmental authorities in the states listed on Schedule 67.

Enforceability; No Conflict. Insurer has received all necessary corporate approvals and no other action on the part of Insurer is necessary to authorize the execution, delivery and performance of this Commitment Agreement and the Contract, and the consummation of the transactions contemplated to be undertaken by Insurer in this Commitment Agreement and the Contract. This Commitment Agreement has been duly executed by Seller and delivered by Insurerconstitutes the legal, and is a valid valid, and binding obligation of Insurer and enforceable against Insurer in accordance with its terms, subject to the applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (“Enforceability Exceptions”)Seller. The executionContribution Agreement, deliverySeller's Inventories Transfer Instruments, the Foreign Asset Purchase Agreements and the Czech Share Transfer Instrument (herein collectively "ANCILLARY AGREEMENTS") have been or shall have been as of the Closing Date duly executed by Seller, IF FO GmbH, IF BV, IF AP, IF Japan and IF NA, respectively (herein together "TRANSFERORS") and each constitute legal, valid, and performance binding obligations of the respective Transferor. Transferors have the right, power, authority, and capacity to execute and deliver this Commitment Agreement and the Contract Ancillary Agreements and to perform their obligations under this Agreement or the respective Ancillary Agreements, as the case may be, which actions have been duly authorized and approved by Insurerall necessary corporate action of Transferors. Except for (i) the approvals required pursuant to Section 6.2 above and (ii) any notices under bulk sale or similar laws, Transferors are not required to give any notice to any person or governmental or regulatory authority, or obtain any consent, waiver, authorization or approval from any such person or governmental or regulatory authorization in connection with (i) the execution of this Agreement by Seller and the consummation performance by Insurer Seller of its respective obligations hereunder and (ii) the execution of the transactions contemplated to be undertaken Ancillary Agreements by Insurer in the Transferors concerned and the performance by the respective Transferors of their respective obligations thereunder. The execution and performance by Transferors of this Commitment Agreement, do Agreement or of the Ancillary Agreements (i) does not (1) violate or conflict with any provision of its certificates or articles of incorporation, bylaws, code of regulations, or comparable governing documents, (2) except for the filings and approvals of state insurance governmental authorities in the states listed on Schedule 6, violate or conflict with any law or order of any governmental authority applicable to Insurer, (3) require any governmental or governmental agency approval other than any filing made or approval received as of the Commitment Agreement Date and filings with and approvals of state insurance governmental authorities in the states listed on Schedule 6 or (4) require any consent of charter or other action by any person under, constitute a default organizational documents or an event that, with or without notice or lapse of time or both, would constitute a default under, or cause or permit termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit under, any provision of any contract to which Insurer is a party, except where the occurrence by-laws of any of the foregoing would not have a material adverse effect on Insurer’s ability to consummate Transferors, as the transactions and perform its obligations contemplated case may be (or any resolution adopted by this Commitment Agreement. No filing the respective supervisory board or approval is required to issue the annuity certificates in accordance with the Contract, other than boards of directors of any filing made or approval received as of the Commitment Agreement Date Transferors), and filings with and approvals (ii) will not lead to liabilities of state insurance governmental authorities in the states listed on Schedule 6Wholly-Owned Companies for the repayment of government incentives.

Enforceability; No Conflict. Insurer has received all necessary corporate approvals and no other action on the part of Insurer is necessary to authorize the execution, delivery and performance of this Commitment Purchase Agreement and the Contract, and the consummation of the transactions contemplated to be undertaken by Insurer in this Commitment Purchase Agreement and the Contract. This Commitment Purchase Agreement has been duly executed and delivered by Insurer, Insurer and is a valid and binding obligation of Insurer and enforceable against Insurer in accordance with its terms, subject to the applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (“Enforceability Exceptions”). The execution, delivery, and performance of this Commitment Purchase Agreement and the Contract by Insurer, and the consummation by Insurer of the transactions contemplated to be undertaken by Insurer in this Commitment Purchase Agreement, do not (1) violate or conflict with any provision of its certificates or articles of incorporation, bylaws, code of regulations, or comparable governing documents, (2) except for the filings and approvals of state insurance governmental authorities in the states listed on Schedule 62, violate or conflict with any law or order of any governmental authority applicable to Insurer, (3) require any governmental or governmental agency approval other than any filing made or approval received as of the Commitment Purchase Agreement Date and filings with and approvals of state insurance governmental authorities in the states listed on Schedule 6 2 or (4) require any consent of or other action by any person under, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, or cause or permit termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit under, any provision of any contract to which Insurer is a party, except where the occurrence of any of the foregoing would not have a material adverse effect on Insurer’s ability to consummate the transactions and perform its obligations contemplated by this Commitment Purchase Agreement. No filing or approval is required to issue the annuity certificates in accordance with the Contract, other than any filing made or approval received as of the Commitment Purchase Agreement Date and filings with and approvals of state insurance governmental authorities in the states listed on Schedule 62.

Enforceability; No Conflict. Insurer has received (a) Subject, with respect to Buyer, to entry of the Approval Order, Buyer and its Affiliates have all requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which they are a party and to perform their obligations under this Agreement and such Ancillary Agreements, which actions have been duly authorized and approved by all necessary corporate approvals action of Buyer. Assuming due authorization, execution and no other action on the part of Insurer is necessary to authorize the execution, delivery and performance of this Commitment Agreement by Seller and the Contract, and the consummation subject to entry of the transactions contemplated to be undertaken by Insurer in Approval Order, this Commitment Agreement and constitutes the Contract. This Commitment Agreement has been duly executed and delivered by Insurerlegal, and is a valid and binding obligation of Insurer and Buyer, enforceable against Insurer Buyer in accordance with its terms. Assuming due authorization, execution and delivery by the other parties thereto and subject to entry of the applicable bankruptcyApproval Order, insolvencyeach Ancillary Agreement to which Buyer and its Affiliates become a party will, reorganization, moratorium upon execution and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (“Enforceability Exceptions”). The execution, delivery, constitute Buyer and its Affiliates', as the case may be, legal, valid and binding obligation, enforceable against Buyer and its Affiliates in accordance with its terms. (b) Except as disclosed on Section 4.2(b) of Buyer's Disclosure -------------- Schedule and for any notice required to be delivered to or consent to be obtained from the Bankruptcy Court (including entry of the Approval Order), Buyer is not and will not be required to give any notice to any Person or obtain any Consent or Governmental Authorization in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions. (c) Subject to entry of the Approval Order, neither the execution and delivery of this Commitment Agreement and the Contract by Insurer, and nor the consummation by Insurer or performance of any of the transactions contemplated to be undertaken by Insurer in this Commitment Agreement, do not Contemplated Transactions will directly or indirectly (1) violate or conflict with any provision of its certificates or articles of incorporation, bylaws, code of regulations, or comparable governing documents, (2) except for the filings and approvals of state insurance governmental authorities in the states listed on Schedule 6, violate or conflict with any law or order of any governmental authority applicable to Insurer, (3) require any governmental or governmental agency approval other than any filing made or approval received as of the Commitment Agreement Date and filings with and approvals of state insurance governmental authorities in the states listed on Schedule 6 or (4) require any consent of or other action by any person under, constitute a default or an event that, with or without notice or lapse of time or bothtime): (i) contravene, would constitute a default underviolate, or cause result in a breach or permit termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit underfailure to comply with, any provision of the Governing Documents of Buyer; (ii) contravene, violate, or result in a breach or failure to comply with, any contract Contract, Governmental Authorization, Law or Order to which Insurer is a partyBuyer may be subject; or (iii) give any Person the right to prevent, except where the occurrence of delay, or otherwise interfere with any of the foregoing would not have Contemplated Transactions pursuant to any provision of Buyer's Governing Documents, any resolution adopted by the board of directors or the stockholders of Buyer, any Law or Order to which Buyer may be subject, or any Contract to which Buyer is a material adverse effect on Insurer’s ability to consummate the transactions and perform its obligations contemplated party or by this Commitment Agreement. No filing or approval is required to issue the annuity certificates in accordance with the Contract, other than any filing made or approval received as of the Commitment Agreement Date and filings with and approvals of state insurance governmental authorities in the states listed on Schedule 6which Buyer may be bound.

Enforceability; No Conflict. Insurer has received all necessary corporate approvals and no other action on the part of Insurer is necessary to authorize the execution, delivery and performance of this Commitment Agreement and the Contract, and the consummation As of the transactions contemplated to be undertaken by Insurer in this Commitment Agreement Signing Date and the Contract. This Commitment Agreement has been duly executed and delivered by InsurerClosing Date, and Degussa is a valid stock corporation (Aktiengesellschaft) and DHZ is a limited liability company (Gesellschaft mit beschrankter Haftung), duly incorpo rated and validly existing under German law. As per the Closing Date, this Agreement constitutes the legal, valid, and binding obligation of Insurer and Sellers, enforceable under German laws against Insurer Sellers in accordance with its terms, subject to except as the applicable enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and moratorium, or other similar laws relating to or affecting the enforcement rights of creditors’ rights creditors generally and by general except that the remedy of specific performance and injunctive relief and other forms of equitable principles (“Enforceability Exceptions”)relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The executionAs per the Signing Date and Closing Date, deliveryeach of Sellers has the absolute and unrestricted right, power, authority, and capacity to execute this Agreement and to perform its obligations under this Agreement, which actions have been duly authorized and approved by all necessary corporate action of Sellers. Except for the merger control approvals required pursuant to Section 6.2 above, Sellers are not required to give any notice to any person or obtain any consent from any third party or governmental authorization in connection with the execution of this Agreement by Sellers. Neither the execution of this Agreement nor the consummation or performance of this Commitment Agreement and the Contract by Insurer, and the consummation by Insurer any of the transactions contemplated to be undertaken by Insurer in this Commitment Agreement, do not thereby will as per the Closing Date directly or indirectly (1) violate or conflict with any provision of its certificates or articles of incorporation, bylaws, code of regulations, or comparable governing documents, (2) except for the filings and approvals of state insurance governmental authorities in the states listed on Schedule 6, violate or conflict with any law or order of any governmental authority applicable to Insurer, (3) require any governmental or governmental agency approval other than any filing made or approval received as of the Commitment Agreement Date and filings with and approvals of state insurance governmental authorities in the states listed on Schedule 6 or (4) require any consent of or other action by any person under, constitute a default or an event that, with or without notice or lapse of time time), contravene or bothconflict of (i) any governmental authorization, would constitute a default under, legal requirement or cause order to which Sellers are bound or permit termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit under, subject; (ii) any provision of Sellers' organizational documents, or any contract to which Insurer is a party, except where resolution adopted by the occurrence respective boards of any directors or shareholders of the foregoing would not have a material adverse effect on Insurer’s ability to consummate the transactions and perform its obligations contemplated by this Commitment Agreement. No filing or approval is required to issue the annuity certificates in accordance with the Contract, other than any filing made or approval received as of the Commitment Agreement Date and filings with and approvals of state insurance governmental authorities in the states listed on Schedule 6Sellers.

Enforceability; No Conflict. Such Insurer has received all necessary corporate approvals and no other action on the part of such Insurer is necessary to authorize the execution, delivery and performance of this Commitment Agreement and the applicable Contract, and the consummation of the transactions contemplated to be undertaken by such Insurer in this Commitment Agreement and the applicable Contract. This Commitment Agreement has been duly executed and delivered by Insurer, such Insurer and is a valid and binding obligation of such Insurer and enforceable against such Insurer in accordance with its terms, subject to the applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors’ rights generally and by general 10 equitable principles (“Enforceability Exceptions”). The execution, delivery, and performance of this Commitment Agreement and the applicable Contract by such Insurer, and the consummation by such Insurer of the transactions contemplated to be undertaken by such Insurer in this Commitment Agreement, do not (1) violate or conflict with any provision of its certificates or articles of incorporation, bylaws, code of regulations, or comparable governing documents, (2) except for the filings and approvals of state insurance governmental authorities in the applicable states listed on Schedule 6, violate or conflict with any law or order of any governmental authority applicable to such Insurer, (3) require any governmental or governmental agency approval other than any filing made or approval received as of the Commitment Agreement Date and filings with and approvals of state insurance governmental authorities in the applicable states listed on Schedule 6 or (4) require any consent of or other action by any person under, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, or cause or permit termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit under, any provision of any contract to which such Insurer is a party, except where the occurrence of any of the foregoing would not have a material adverse effect on such Insurer’s ability to consummate the transactions and perform its obligations contemplated by this Commitment Agreement. No filing or approval is required to issue the annuity certificates in accordance with the applicable Contract, other than any filing made or approval received as of the Commitment Agreement Date and filings with and approvals of state insurance governmental authorities in the applicable states listed on Schedule 6.

Enforceability; No Conflict. Insurer has received all necessary corporate approvals and no other action on the part of Insurer is necessary to authorize the execution, delivery and performance of this Commitment Agreement and the Contract, and the consummation of the transactions contemplated to be undertaken by Insurer in this Commitment Agreement and the Contract. This Commitment Agreement has been duly executed and delivered by Insurer, and is a valid and binding obligation of Insurer and enforceable against Insurer in accordance with its terms, subject to the applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (“Enforceability Exceptions”). The execution, delivery, and performance of this Commitment Agreement and the Contract by Insurer, and the consummation by Insurer of the transactions contemplated to be undertaken by Insurer in this Commitment Agreement, do not not (1) violate or conflict with any provision of its certificates or articles of incorporation, bylaws, code of regulations, or comparable governing documents, (2) except for the filings and approvals of state insurance governmental authorities in the states listed on Schedule 6, violate or conflict with any law or order of any governmental authority applicable to Insurer, (3) require any governmental or governmental agency approval other than any filing made or approval received as of the Commitment Agreement Date and filings with and approvals of state insurance governmental authorities in the states listed on Schedule 6 or (4) require any consent of or other action by any person under, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, or cause or permit termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit under, any provision of any contract to which Insurer is a party, except where the occurrence of any of the foregoing would not have a material adverse effect on Insurer’s ability to consummate the transactions and perform its obligations contemplated by this Commitment Agreement. No filing or approval is required to issue the annuity certificates in accordance with the Contract, other than any filing made or approval received as of the Commitment Agreement Date and filings with and approvals of state insurance governmental authorities in the states listed on Schedule 6.