Common use of Authority; Capacity Clause in Contracts

Authority; Capacity. Purchaser has the power and authority to enter into and perform this Agreement and any instruments or other documents executed by Purchaser pursuant hereto. This Agreement and any instruments or other documents executed by Purchaser pursuant hereto, and the execution, delivery and performance hereof and thereof have been duly authorized and approved by all necessary corporate action on the part of Purchaser, and this Agreement and the instruments and documents executed by Purchaser pursuant hereto constitutes, or when executed will constitute, the valid and binding obligations of Purchaser, enforceable against Purchaser in accordance with its terms, except as enforcement may be limited by receivership, conservatorship and supervisory powers of bank regulatory agencies generally as well as bankruptcy, insolvency, reorganization, moratorium or other laws of general applicability relating to or affecting creditors’ rights, or the limiting effect of rules of law governing specific performance, equitable relief and other equitable remedies or the waiver of rights or remedies.

Authority; Capacity. Purchaser Seller has the power and authority to enter into and perform this Agreement and any instruments or other documents executed by Purchaser pursuant hereto. This Agreement and any instruments or other documents executed by Purchaser pursuant hereto, hereto and the execution, delivery and performance hereof and thereof have been duly authorized and approved by (or when executed, will have been duly authorized and approved by) all necessary corporate action on the part of PurchaserSeller, and this Agreement and the instruments and documents executed by Purchaser pursuant hereto constitutesconstitute, or when executed will constitute, the valid and binding obligations of Seller (assuming due authorization and execution by Purchaser), enforceable against Purchaser Seller in accordance with its their terms, except as enforcement may be limited by receivership, conservatorship and the supervisory powers of bank regulatory agencies generally as well as by bankruptcy, insolvency, reorganization, moratorium or other laws of general applicability relating to or affecting creditors’ rights, or the limiting effect of rules of law Law governing specific performance, equitable relief and other equitable remedies or the waiver of rights or remediesremedies (each of the foregoing, an “Enforceability Exception”).

Authority; Capacity. Purchaser Seller has the power and authority to enter into and perform this Agreement and any instruments or other documents executed by Purchaser pursuant hereto. This Agreement and any instruments or other documents or instruments executed by Purchaser pursuant hereto, hereto and the execution, delivery and performance hereof and thereof have been duly authorized and approved by all necessary corporate action on the part of PurchaserSeller, and this Agreement and the instruments and documents executed by Purchaser pursuant hereto constitutesconstitute, or when executed will constitute, the valid and binding obligations of PurchaserSeller, enforceable against Purchaser Seller, and upon consummation of the Bank Merger will be enforceable against KeyBank, in accordance with its their terms, except as enforcement may Table of Contents be limited by receivership, conservatorship and supervisory powers of bank regulatory agencies generally as well as by bankruptcy, insolvency, reorganization, moratorium or other laws of general applicability relating to or affecting creditors’ rights, or the limiting effect of rules of law governing specific performance, equitable relief and other equitable remedies or the waiver of rights or remedies.