Common use of Authority; Capacity Clause in Contracts

Authority; Capacity. Each of BNY and each of its Subsidiaries has all necessary corporate power and authority to make, execute and deliver this Agreement and the Banking Related Agreement to which BNY or such Subsidiary is a party and to perform all of the obligations to be performed by it under this Agreement and the Banking Related Agreement. The making, execution, delivery and performance of this Agreement and the Banking Related Agreement by BNY and each of its Subsidiaries that is a party to such agreement, and the consummation by BNY and each of its Subsidiaries of the transactions contemplated to be performed by it hereby and thereby have been duly and validly authorized and approved by all necessary corporate action on the part of BNY and such Subsidiary, as applicable. This Agreement and the Banking Related Agreement have been duly and validly executed and delivered by BNY and each of its Subsidiaries that is a party to such agreement, and assuming the due authorization, execution and delivery by JPM and each of its Subsidiaries that is a party to such agreement, each of this Agreement and the Banking Related Agreement will constitute the valid, legal and binding obligation of BNY and each of its Subsidiaries that is a party to such agreement, enforceable against any and all of them in accordance with its terms, except for the Permitted Enforceability Exceptions. The representations and warranties set forth in this Section 8.2 shall apply mutatis mutandis with respect to both the Original Purchase Agreement and this Agreement, and, with respect to the Original Purchase Agreement, shall be made as of the Original Execution Date and, with respect to this Agreement, shall be made as of the Execution Date; provided, however, that the representations and warranties set forth in this Section 8.2 do not "address matters only as of a particular date" for purposes of Section 15.3(b).

Authority; Capacity. Each of BNY and each of its Subsidiaries Purchaser has all necessary corporate the power and authority to make, execute enter into and deliver perform its obligations under this USVI Purchase Agreement and the Banking Related any other documents and instruments executed by it pursuant hereto. The execution and delivery by Purchaser of this USVI Purchase Agreement and any other documents or instruments executed pursuant hereto to which BNY or such Subsidiary Purchaser is a party and to perform all or, as of the obligations to USVI Closing, will be performed a party, the performance by it under this Agreement and the Banking Related Agreement. The making, execution, delivery and performance of this Agreement and the Banking Related Agreement by BNY and each Purchaser of its Subsidiaries that is a party to such agreement, obligations hereunder and thereunder and the consummation by BNY and each of its Subsidiaries of the transactions contemplated to be performed by it hereby and thereby have been duly and validly authorized and approved by all necessary corporate action on of Purchaser prior to the part date of BNY this USVI Purchase Agreement, and such Subsidiary, as applicableno further approvals or authorizations are required of Purchaser or any of Purchaser’s Affiliates in connection with the foregoing. This USVI Purchase Agreement and the Banking Related Agreement have has been duly and validly executed and delivered by BNY Purchaser and each of its Subsidiaries that is a party to such agreementvalid and legally binding obligation of Purchaser, and the other documents and instruments executed pursuant hereto to which Purchaser is or as of the USVI Closing will be a party have been, or at the USVI Closing will be, duly executed and delivered by Purchaser and assuming the due authorization, execution execution, and delivery by JPM and each of its Subsidiaries that is a party to such agreement, each of this USVI Purchase Agreement and the Banking Related Agreement other documents and instruments executed pursuant hereto by the other parties hereto and thereto, constitute, or at the USVI Closing will constitute the validconstitute, legal valid and binding obligation agreements of BNY and each of its Subsidiaries that is a party to such agreementPurchaser, enforceable against any and all of them Purchaser in accordance with its termstheir respective terms (except as enforceability may be limited by applicable bankruptcy, except for the Permitted Enforceability Exceptions. The representations insolvency, reorganization, moratorium, fraudulent transfer and warranties set forth in this Section 8.2 shall apply mutatis mutandis with respect similar laws of general applicability relating to both the Original Purchase Agreement and this Agreement, and, with respect to the Original Purchase Agreement, shall be made as of the Original Execution Date and, with respect to this Agreement, shall be made as of the Execution Date; provided, however, that the representations and warranties set forth in this Section 8.2 do not "address matters only as of a particular date" for purposes of Section 15.3(bor affecting creditors’ rights or by general equitable principles).

Authority; Capacity. Each of BNY Parent and each of its Subsidiaries Xxxxxx Sub has all necessary corporate power and authority to make, execute and deliver this Agreement and the Banking Related Agreement other Transaction Documents to which BNY or such Subsidiary it is a party party, to perform its obligations hereunder and thereunder, and to perform all of consummate the obligations to be performed by it under this Agreement transactions contemplated herein and therein, including the Banking Related AgreementMerger. The making, execution, execution and delivery and performance of this Agreement and the Banking Related Agreement by BNY and each of its Subsidiaries that other Transaction Documents to which it is a party to such agreement, and the consummation by BNY Xxxxxx and each of its Subsidiaries Merger Sub of the transactions contemplated to be performed by it hereby herein and thereby therein, including the Merger, have been been, duly and validly authorized and approved by all necessary requisite actions and no other corporate action or other proceedings on the part of BNY and such SubsidiaryParent or Merger Sub are necessary to authorize this Agreement or to consummate the Merger, as applicableexcept for the Parent Stockholder Approval which shall be obtained prior to the Closing in accordance with Section 4.11 of this Agreement. This Agreement and has been and, at Closing, the Banking Related Agreement have been other Transaction Documents to which it is a party will be, duly and validly executed and delivered by BNY Xxxxxx and each of its Subsidiaries that Merger Sub. This Agreement constitutes and, at Closing, together with the other Transaction Documents to which it is a party to such agreementparty, and assuming the due authorization, execution and delivery by JPM and each of its Subsidiaries that is a party to such agreement, each of this Agreement and the Banking Related Agreement will constitute the validlegal, legal valid and binding obligation of BNY Parent and each of its Subsidiaries that is a party to such agreementMerger Sub, enforceable against any Parent and all of them Merger Sub in accordance with its terms, except for as may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles related to or limiting creditors’ rights generally and by the Permitted Enforceability Exceptions. The representations availability of equitable remedies and warranties set forth in this Section 8.2 shall apply mutatis mutandis with respect to both the Original Purchase Agreement and this Agreement, and, with respect to the Original Purchase Agreement, shall be made as of the Original Execution Date and, with respect to this Agreement, shall be made as of the Execution Date; provided, however, that the representations and warranties set forth in this Section 8.2 do not "address matters only as of a particular date" for purposes of Section 15.3(b)defenses.

Authority; Capacity. Each of BNY JPM and each of its Subsidiaries has all necessary corporate power and authority to make, execute and deliver this Agreement and the Banking Related Agreement to which BNY JPM or such Subsidiary is a party and to perform all of the obligations to be performed by it under this Agreement and the Banking Related Agreement. The making, execution, delivery and performance of this Agreement and the Banking Related Agreement by BNY JPM and each of its Subsidiaries that is a party to such agreement, and the consummation by BNY JPM and each of its Subsidiaries of the transactions contemplated to be performed by it hereby and thereby have been duly and validly authorized and approved by all necessary corporate action on the part of BNY JPM and such Subsidiary, as applicable. This Agreement and the Banking Related Agreement have been duly and validly executed and delivered by BNY JPM and each of its Subsidiaries that is a party to such agreement, and assuming the due authorization, execution and delivery by JPM BNY and each of its Subsidiaries that is a party to such agreement, each of this Agreement and the Banking Related Agreement will constitute the valid, legal and binding obligation of BNY JPM and each of its Subsidiaries that is a party to such agreement, enforceable against any and all of them in accordance with its terms, except for the Permitted Enforceability Exceptions. The representations and warranties set forth in this Section 8.2 9.2 shall apply mutatis mutandis with respect to both the Original Purchase Agreement and this Agreement, and, with respect to the Original Purchase Agreement, shall be made as of the Original Execution Date and, with respect to this Agreement, shall be made as of the Execution Date; provided, however, that the representations and warranties set forth in this Section 8.2 9.2 do not "address matters only as of a particular date" for purposes of Section 15.3(b15.2(b).

Authority; Capacity. Each of BNY and each of its Subsidiaries Seller has all necessary corporate the power and authority to make, execute enter into and deliver perform its obligations under this PR Purchase Agreement and the Banking Related any other documents and instruments executed by it pursuant hereto. The execution and delivery by Seller of this PR Purchase Agreement and any other documents or instruments executed pursuant hereto to which BNY or such Subsidiary Seller is a party and to perform all or, as of the obligations to PR Closing, will be performed a party, the performance by it under this Agreement and the Banking Related Agreement. The making, execution, delivery and performance of this Agreement and the Banking Related Agreement by BNY and each Seller of its Subsidiaries that is a party to such agreement, obligations hereunder and thereunder and the consummation by BNY and each of its Subsidiaries of the transactions contemplated to be performed by it hereby and thereby have been duly and validly authorized and approved by all necessary corporate action on of Seller (or its applicable Affiliate) prior to the part date of BNY this PR Purchase Agreement, and such Subsidiary, as applicableno further approvals or authorizations are required of Seller or any of its Affiliates in connection with the foregoing. This PR Purchase Agreement and the Banking Related Agreement have has been duly and validly executed and delivered by BNY Seller and each of its Subsidiaries that is a party to such agreementvalid and legally binding obligation of Seller, and the other documents and instruments executed pursuant hereto to which Seller (or an Affiliate) is or as of the PR Closing will be a party have been, or at the PR Closing will be, duly executed and delivered by Seller (or its applicable Affiliate) and assuming the due authorization, execution execution, and delivery by JPM and each of its Subsidiaries that is a party to such agreement, each of this PR Purchase Agreement and the Banking Related Agreement other documents and instruments executed pursuant hereto by the other parties hereto and thereto, constitute, or at the PR Closing will constitute the validconstitute, legal valid and binding obligation agreements of BNY and each of Seller (or its Subsidiaries that is a party to such agreementapplicable Affiliate), enforceable against any and all of them Seller (in each case, or its applicable Affiliate) in accordance with its termstheir respective terms (except as enforceability may be limited by applicable bankruptcy, except for the Permitted Enforceability Exceptions. The representations insolvency, reorganization, moratorium, fraudulent transfer and warranties set forth in this Section 8.2 shall apply mutatis mutandis with respect similar laws of general applicability relating to both the Original Purchase Agreement and this Agreement, and, with respect to the Original Purchase Agreement, shall be made as of the Original Execution Date and, with respect to this Agreement, shall be made as of the Execution Date; provided, however, that the representations and warranties set forth in this Section 8.2 do not "address matters only as of a particular date" for purposes of Section 15.3(bor affecting creditors’ rights or by general equitable principles).

Authority; Capacity. Each of BNY and each of its Subsidiaries Seller has all necessary corporate the power and authority to make, execute enter into and deliver perform its obligations under this USVI Purchase Agreement and the Banking Related any other documents and instruments executed by it pursuant hereto. The execution and delivery by Seller of this USVI Purchase Agreement and any other documents or instruments executed pursuant hereto to which BNY or such Subsidiary Seller is a party and to perform all or, as of the obligations to USVI Closing, will be performed a party, the performance by it under this Agreement and the Banking Related Agreement. The making, execution, delivery and performance of this Agreement and the Banking Related Agreement by BNY and each Seller of its Subsidiaries that is a party to such agreement, obligations hereunder and thereunder and the consummation by BNY and each of its Subsidiaries of the transactions contemplated to be performed by it hereby and thereby have been duly and validly authorized and approved by all necessary corporate action on of Seller (or its applicable Affiliate) prior to the part date of BNY this USVI Purchase Agreement, and such Subsidiary, as applicableno further approvals or authorizations are required of Seller or any of its Affiliates in connection with the foregoing. This USVI Purchase Agreement and the Banking Related Agreement have has been duly and validly executed and delivered by BNY Seller and each of its Subsidiaries that is a party to such agreementvalid and legally binding obligation of Seller, and the other documents and instruments executed pursuant hereto to which Seller (or an Affiliate) is or as of the USVI Closing will be a party have been, or at the USVI Closing will be, duly executed and delivered by Seller (or its applicable Affiliate) and assuming the due authorization, execution execution, and delivery by JPM and each of its Subsidiaries that is a party to such agreement, each of this USVI Purchase Agreement and the Banking Related Agreement other documents and instruments executed pursuant hereto by the other parties hereto and thereto, constitute, or at the USVI Closing will constitute the validconstitute, legal valid and binding obligation agreements of BNY and each of Seller (or its Subsidiaries that is a party to such agreementapplicable Affiliate), enforceable against any and all of them Seller (in each case, or its applicable Affiliate) in accordance with its termstheir respective terms (except as enforceability may be limited by applicable bankruptcy, except for the Permitted Enforceability Exceptions. The representations insolvency, reorganization, moratorium, fraudulent transfer and warranties set forth in this Section 8.2 shall apply mutatis mutandis with respect similar laws of general applicability relating to both the Original Purchase Agreement and this Agreement, and, with respect to the Original Purchase Agreement, shall be made as of the Original Execution Date and, with respect to this Agreement, shall be made as of the Execution Date; provided, however, that the representations and warranties set forth in this Section 8.2 do not "address matters only as of a particular date" for purposes of Section 15.3(bor affecting creditors’ rights or by general equitable principles).