Common use of Authority Documents Clause in Contracts

Authority Documents. (i) A copy, certified by the Secretary or Assistant Secretary of the Company, of the Charter of the Company; (ii) A certificate of corporate existence for the Company issued by the Secretary of State of the State of South Carolina; (iii) A copy, certified by the Secretary or Assistant Secretary, of the Bylaws of the Company; (iv) A copy, certified by the Secretary or Assistant Secretary of the Company, of the resolutions of the board of directors of the Company, and any committee thereof, authorizing the execution, delivery and performance of the Transaction Documents; (v) An incumbency certificate of the Secretary or Assistant Secretary of the Company certifying the names of the officer or officers of the Company authorized to sign the Transaction Documents and the other documents provided for in this Agreement; and (vi) The opinion of Breyer & Associates PC, counsel to the Company, dated as of the Closing Date, substantially in the form set forth at Exhibit B attached hereto addressed to the Purchasers and Placement Agent.

Authority Documents. (ia) A copy, certified by the Secretary or Assistant Secretary of the Company, of the Charter of the Company; (iib) A certificate of corporate existence for of the Company as a registered savings and loan holding company issued by the Secretary of State of the State of South CarolinaFRB; (iiic) A copy, certified by the Secretary or Assistant Secretary, of the Bylaws of the Company; (ivd) A copy, certified by the Secretary or Assistant Secretary of the Company, of the resolutions of the board of directors of the Company, and any committee thereof, authorizing the execution, delivery and performance of the Transaction Documents; (ve) An incumbency certificate of the Secretary or Assistant Secretary of the Company certifying the names of the officer or officers of the Company authorized to sign the Transaction Documents and the other documents provided for in this Agreement; and (vif) The opinion of Breyer & Associates Xxxx Xxxxxx, PC, counsel to the Company, dated as of the Closing Date, substantially in the form set forth at as Exhibit B attached hereto addressed to the Purchasers and Placement Agent.

Authority Documents. (ia) A copy, certified by the Secretary or Assistant Secretary of the Company, of the Charter of the Company; (iib) A certificate of corporate existence for of the Company issued by the Secretary of State of the State of South CarolinaLouisiana; (iiic) A copy, certified by the Secretary or Assistant Secretary, of the Bylaws of the Company; (ivd) A copy, certified by the Secretary or Assistant Secretary of the Company, of the resolutions of the board of directors of the Company, Company authorizing the issuance of the Subordinated Notes and any committee thereof, authorizing the execution, delivery and performance of the Transaction Documents; (ve) An incumbency certificate of the Secretary or Assistant Secretary of the Company certifying the names of the officer or officers of the Company authorized to sign the Transaction Documents and the other documents provided for in this Agreement; and (vif) The opinion of Breyer & Associates PCXxxxx Xxxxxx LLP, counsel to the Company, dated as of the Closing Date, substantially in the form set forth at Exhibit B attached hereto addressed to the Purchasers and Placement Agent.

Authority Documents. (ia) A copycopy of the Articles of Incorporation of Company, as amended, certified by the Secretary or Assistant Secretary of the Company, of the Charter of the Company; (iib) A certificate of corporate existence for the good standing of Company issued by the Secretary of State of the State of South CarolinaOhio; (iiic) A copycopy of the Code of Regulations of Company, certified by the Secretary or Assistant Secretary, of the Bylaws of the Company; (ivd) A copy, certified by the Secretary or Assistant Secretary of the Company, copy of the resolutions of the board of directors of the Company, and any committee thereof, authorizing the execution, delivery and performance of the Transaction Documents, certified by the Secretary or Assistant Secretary of Company; (ve) An incumbency certificate of the Secretary or Assistant Secretary of the Company certifying the names of the officer or officers of the Company authorized to sign the Transaction Documents and the other documents provided for in this Agreement; and (vif) The opinion of Breyer Xxxxxxxx, Loop & Associates PCXxxxxxxx, LLP, counsel to the Company, dated as of the Closing Date, substantially in the form set forth at Exhibit B attached hereto hereto, addressed to the Purchasers and Placement AgentPurchasers.

Authority Documents. (ia) A copy, certified by the Secretary or Assistant Secretary of the Company, of the Charter Articles of the Incorporation, of Company; (iib) A certificate of corporate existence for the of Company issued by the Secretary of State of the State of South CarolinaMaine; (iiic) A copy, certified by the Secretary or Assistant Secretary, of the Bylaws of the Company; (ivd) A copy, certified by the Secretary or Assistant Secretary of the Company, of the resolutions of the board of directors of the Company, Company (and any committee thereof, ) authorizing the execution, delivery and performance of the Transaction Documents; (ve) An incumbency certificate of the Secretary or Assistant Secretary of the Company certifying the names of the officer or officers of the Company authorized to sign the Transaction Documents and the other documents provided for in this Agreement; and (vif) The opinion of Breyer & Associates PCXxxxxxx Procter LLP, counsel to the Company, dated as of the Closing Date, substantially in the form set forth at Exhibit B attached hereto addressed to the Purchasers and Placement Agent.

Authority Documents. (ia) A copy, certified by the Secretary or Assistant Secretary of the Company, of the Charter of the Company; (iib) A certificate of corporate existence for of the Company issued by the Secretary Maryland Department of State of the State of South CarolinaAssessments and Taxation; (iiic) A copy, certified by the Secretary or Assistant SecretarySecretary of the Company, of the Bylaws of the Company; (ivd) A copy, certified by the Secretary or Assistant Secretary of the Company, of the resolutions of the board of directors of the Company, and any committee thereof, authorizing the execution, delivery and performance of the Transaction Documents; (ve) An incumbency certificate of the Secretary or Assistant Secretary of the Company certifying the names of the officer or officers of the Company authorized to sign the Transaction Documents and the other documents provided for in this Agreement; and (vif) The opinion of Breyer & Associates Xxxx Xxxxxx, PC, counsel to the Company, dated as of the Closing Date, substantially in the form set forth at Exhibit B attached hereto addressed to the Purchasers and Placement Agent.

Authority Documents. (ia) A copy, certified by the Secretary or Assistant Secretary of the Company, of the Charter of the Company; (iib) A certificate of corporate existence for of the Company issued by the Secretary of State of the State of South CarolinaMississippi; (iiic) A copy, certified by the Secretary or Assistant Secretary, of the Bylaws of the Company; (ivd) A copy, certified by the Secretary or Assistant Secretary of the Company, of the resolutions of the board of directors of the Company, and any committee thereof, authorizing the execution, delivery and performance of the Transaction Documents; (ve) An incumbency certificate of the Secretary or Assistant Secretary of the Company certifying the names of the officer or officers of the Company authorized to sign the Transaction Documents and the other documents provided for in this Agreement; and (vif) The opinion of Breyer & Associates PCXxxxx Xxxxxx LLP, counsel to the Company, dated as of the Closing Date, substantially in the form set forth at Exhibit B attached hereto addressed to the Purchasers and Placement Agent.

Authority Documents. (ia) A copy, certified by the Secretary or Assistant Secretary of the Company, of the Charter Articles of the Incorporation of Company; (iib) A certificate of corporate existence for the status of Company issued by the Secretary of State of the State of South CarolinaCalifornia; (iiic) A copy, certified by the Secretary or Assistant Secretary, of the Bylaws Bylaws, as amended, of the Company; (ivd) A copy, certified by the Secretary or Assistant Secretary of the Company, of the resolutions of the board of directors of the Company, (and any committee thereof, ) of Company authorizing the execution, delivery and performance of the Transaction Documents; (ve) An incumbency certificate of the Secretary or Assistant Secretary of the Company certifying the names of the officer or officers of the Company authorized to sign the Transaction Documents and the other documents provided for in this Agreement; and (vif) The opinion of Breyer & Associates PCLxxxx X. Xxxxxx, APC, counsel to the Company, dated as of the Closing Date, substantially in the form set forth at Exhibit B C attached hereto addressed to the Purchasers and Placement Agent.

Authority Documents. (ia) A copy, certified by the Secretary or Assistant Secretary of the Company, of the Charter of the Company; (iib) A certificate of corporate existence for of the Company issued by the Secretary of State of the State of South CarolinaMichigan; (iiic) A copy, certified by the Secretary or Assistant Secretary, of the Bylaws of the Company; (ivd) A copy, certified by the Secretary or Assistant Secretary of the Company, of the resolutions of the board of directors of the Company, and any committee thereof, authorizing the execution, delivery and performance of the Transaction Documents; (ve) An incumbency certificate of the Secretary or Assistant Secretary of the Company certifying the names of the officer or officers of the Company authorized to sign the Transaction Documents and the other documents provided for in this Agreement; and (vif) The opinion of Breyer & Associates PCXxxxxx LLP, counsel to the Company, dated as of the Closing Date, substantially in the form set forth at Exhibit B attached hereto addressed to the Purchasers and Placement Agent.

Authority Documents. (ia) A copy, certified by the Secretary or Assistant Secretary of the Company, of the Charter Articles of the Incorporation of Company; (iib) A certificate of corporate existence for the of Company issued by the Secretary of State Corporation Commission of the State Commonwealth of South CarolinaVirginia; (iiic) A copy, certified by the Secretary or Assistant Secretary, of the Bylaws of the Company; (ivd) A copy, certified by the Secretary or Assistant Secretary of the Company, of the resolutions of the board of directors of the Company, and any committee thereof, authorizing the execution, delivery and performance of the Transaction Documents; (ve) An incumbency certificate of the Secretary or Assistant Secretary of the Company certifying the names of the officer or officers of the Company authorized to sign the Transaction Documents and the other documents provided for in this Agreement; and (vif) The opinion of Breyer & Associates PCBuckleySandler LLP, counsel to the Company, dated as of the Closing Date, substantially in the form set forth at Exhibit B attached hereto addressed to the Purchasers and Placement Agent.

Authority Documents. (ia) A copy, certified by the Secretary or Assistant Secretary of the Company, of the Charter of the Company; (iib) A certificate of corporate existence for of the Company issued by the Secretary of State of the State of South CarolinaMississippi; (iiic) A copy, certified by the Secretary or Assistant SecretarySecretary of the Company, of the Bylaws of the Company; (ivd) A copy, certified by the Secretary or Assistant Secretary of the Company, of the resolutions of the board of directors of the Company, and any committee thereof, authorizing the execution, delivery and performance of the Transaction Documents; (ve) An incumbency certificate of the Secretary or Assistant Secretary of the Company certifying the names of the officer or officers of the Company authorized to sign the Transaction Documents and the other documents provided for in this Agreement; and (vif) The opinion of Breyer Axxxxx & Associates PCBird LLP, counsel to the Company, dated as of the Closing Date, substantially in the form set forth at Exhibit B C attached hereto addressed to the Purchasers and Placement AgentAgents.

Authority Documents. (ia) A copy, certified by the Secretary or Assistant Secretary of the Company, of the Charter Certificate of the Incorporation of Company; (iib) A certificate of corporate existence for the of Company issued by the Secretary of State of the State of South CarolinaNew Jersey; (iiic) A copy, certified by the Secretary or Assistant Secretary, of the Bylaws of the Company; (ivd) A copy, certified by the Secretary or Assistant Secretary of the Company, of the resolutions of the board of directors of the Company, (and any committee thereof, ) of Company authorizing the execution, delivery and performance of the Transaction Documents; (ve) An incumbency certificate of the Secretary or Assistant Secretary of the Company certifying the names of the officer or officers of the Company authorized to sign the Transaction Documents and the other documents provided for in this Agreement; and (vif) The opinion of Breyer & Associates Lxxx Xxxxxx, PC, counsel to the Company, dated as of the Closing Date, substantially in the form set forth at Exhibit B attached hereto addressed to the Purchasers and Placement Agent.

Authority Documents. (ia) A copy, certified by the Secretary or Assistant Secretary of the Company, of the Charter of the Company; (iib) A certificate of corporate existence for of the Company issued by the Secretary of State of the State of South CarolinaCalifornia; (iiic) A copy, certified by the Secretary or Assistant SecretarySecretary of the Company, of the Bylaws of the Company; (ivd) A copy, certified by the Secretary or Assistant Secretary of the Company, of the resolutions of the board Board of directors Directors of the Company, and any committee thereof, authorizing the execution, delivery and performance of the Transaction Documents; (ve) An incumbency certificate of the Secretary or Assistant Secretary of the Company certifying the names of the officer or officers of the Company authorized to sign the Transaction Documents and the other documents provided for in this Agreementthe Subordinated Note Purchase Agreements by and between the Company and each Purchaser; and (vif) The opinion of Breyer & Associates PCXxxxxxxxx, a professional corporation, counsel to the Company, dated as of the Closing Date, substantially in the form set forth at Exhibit B attached hereto addressed to the Purchasers and the Placement Agent.

Authority Documents. (ia) A copy, certified by the Secretary or Assistant Secretary of the Company, of the Charter Articles of the Incorporation, of Company; (iib) A certificate of corporate existence for the of Company issued by the Secretary of State Corporation Commission of the State Commonwealth of South CarolinaVirginia; (iiic) A copy, certified by the Secretary or Assistant Secretary, of the Bylaws of the Company; (ivd) A copy, certified by the Secretary or Assistant Secretary of the Company, of the resolutions of the board of directors of the Company, (and any committee thereof, ) of Company authorizing the execution, delivery and performance of the Transaction Documents; (ve) An incumbency certificate of the Secretary or Assistant Secretary of the Company certifying the names of the officer or officers of the Company authorized to sign the Transaction Documents and the other documents provided for in this Agreement; and (vif) The opinion of Breyer & Associates PCXxxxxx Xxxxx, counsel to the Company, dated as of the Closing Date, substantially in the form set forth at Exhibit B attached hereto addressed to the Purchasers and Placement Agent.

Authority Documents. (ia) A copy, certified by the Secretary or Assistant Secretary of the Company, of the Charter Articles of the Incorporation, of Company; (iib) A certificate of corporate existence for the of Company issued by the Secretary of State the Commonwealth of the State of South CarolinaPennsylvania; (iii) A copy, certified by the Secretary or Assistant Secretary, of the Bylaws of the Company; (ivc) A copy, certified by the Secretary or Assistant Secretary of Company, of the Bylaws of Company; (d) A copy, certified by the Secretary or Assistant Secretary of Company, of the resolutions of the board of directors of the Company, (and any committee thereof, ) of Company authorizing the execution, delivery and performance of the Transaction Documents; (ve) An incumbency certificate of the Secretary or Assistant Secretary of the Company Company, certifying the names of the officer or officers of the Company authorized to sign the Transaction Documents and the other documents provided for in this Agreement; and (vif) The opinion of Breyer & Associates PCLxxxxxxxxx Xxxxxxx LLP, counsel to the Company, dated as of the Closing Date, substantially in the form set forth at on Exhibit B C attached hereto addressed to the Purchasers and Placement Agent.

Authority Documents. (ia) A copy, certified by the Secretary or Assistant Secretary of the Company, of the Charter of the Company; (iib) A certificate of corporate existence for of the Company issued by the Secretary of State of the State of South CarolinaTexas; (iiic) A copy, certified by the Secretary or Assistant Secretary, of the Bylaws of the Company; (ivd) A copy, certified by the Secretary or Assistant Secretary of the Company, of the resolutions of the board of directors of the Company, and any committee thereof, authorizing the execution, delivery and performance of the Transaction Documents; (ve) An incumbency certificate of the Secretary or Assistant Secretary of the Company certifying the names of the officer or officers of the Company authorized to sign the Transaction Documents and the other documents provided for in this Agreement; and (vif) The opinion of Breyer & Associates PCHunton Xxxxxxx Xxxxx LLP, counsel to the Company, dated as of the Closing Date, substantially in the form set forth at Exhibit B C attached hereto addressed to the Purchasers and the Placement Agent.

Authority Documents. (ia) A copy, certified by the Secretary or Assistant Secretary of the Company, of the Charter Articles of Incorporation of the Company; (iib) A certificate of corporate existence for of the Company issued by the Secretary of State of the State of South CarolinaWest Virginia; (iiic) A copy, certified by the Secretary or Assistant Secretary, of the Bylaws of the Company; (ivd) A copy, certified by the Secretary or Assistant Secretary of the Company, of the resolutions of the board of directors of the Company, Company and any committee thereof, thereof authorizing the execution, delivery and performance of the Transaction Documents; (ve) An incumbency certificate of the Secretary or Assistant Secretary of the Company certifying the names of the officer or officers of the Company authorized to sign the Transaction Documents and the other documents provided for in this Agreement; and (vif) The opinion of Breyer & Associates PCXxxxxx Xxxx LLP, counsel to the Company, dated as of the Closing Date, substantially in the form set forth at Exhibit B C attached hereto addressed to the Purchasers and Placement Agent.

Authority Documents. (ia) A copy, certified by the Secretary or Assistant Secretary of the Company, of the Charter Restated Certificate of the Incorporation of Company; (iib) A certificate of corporate existence for the of Company issued by the Secretary of State of the State of South CarolinaNew Jersey; (iiic) A copy, certified by the Secretary or Assistant Secretary, of the Bylaws of the Company; (ivd) A copy, certified by the Secretary or Assistant Secretary of the Company, of the resolutions of the board of directors of the Company, (and any committee thereof, ) of Company authorizing the execution, delivery and performance of the Transaction Documents; (ve) An incumbency certificate of the Secretary or Assistant Secretary of the Company certifying the names of the officer or officers of the Company authorized to sign the Transaction Documents and the other documents provided for in this Agreement; and (vif) The opinion of Breyer XxXxxxxx & Associates PCEnglish, LLP, counsel to the Company, dated as of the Closing Date, substantially in the form set forth at Exhibit B attached hereto addressed to the Purchasers and Placement Agent.