Common use of Authority; No Breach of Agreement Clause in Contracts

Authority; No Breach of Agreement. (i) Each of Community and Merger Sub has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. Assuming the accuracy of the representations and warranties set forth in Section 3.2(dd), the execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action (including valid authorization and adoption of this Agreement by Community’s duly constituted Board of Directors). Assuming due authorization, execution and delivery of this Agreement by Kinderhook, this Agreement represents a legal, valid and binding obligation of each of Community and Merger Sub, enforceable against Community and Merger Sub, respectively, in accordance with its terms (except in all cases as such enforceability may be limited by (A) bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship and other Laws now or hereafter in effect relating to or affecting the enforcement of creditors’ rights generally and (B) general equitable principles, except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought).

Authority; No Breach of Agreement. (i) Each of Community and Merger Sub Steuben has the corporate power and authority necessary to execute, deliver deliver, and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. Assuming the accuracy of the representations and warranties set forth in Section 3.2(dd), the The execution, delivery delivery, and performance of this Agreement, and the consummation of the transactions contemplated hereby hereby, have been duly and validly authorized by all necessary corporate action (including valid authorization and adoption of this Agreement by CommunitySteuben’s duly constituted Board of Directors), subject only to the Steuben Shareholder Approval. Assuming This Agreement has been duly executed and delivered by Steuben and, assuming due authorization, execution and delivery of this Agreement by KinderhookCommunity, this Agreement represents a legal, valid and binding obligation of each of Community and Merger Sub, Steuben enforceable against Community and Merger Sub, respectively, Steuben in accordance with its terms (except in all cases as such enforceability may be limited by (A) bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship and other Laws now or hereafter in effect relating to or affecting the enforcement of creditors’ rights generally and (B) general equitable principles, principles and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought).

Authority; No Breach of Agreement. (i) Each of Community and Merger Sub Merchants has the corporate power and authority necessary to execute, deliver deliver, and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. Assuming the accuracy of the representations and warranties set forth in Section 3.2(dd), the The execution, delivery delivery, and performance of this Agreement, and the consummation of the transactions contemplated hereby hereby, have been duly and validly authorized by all necessary corporate action (including valid authorization and adoption of this Agreement by Community’s Merchants' duly constituted Board of Directors), subject only to the Merchants Stockholder Approval. Assuming This Agreement has been duly executed and delivered by Merchants and, assuming due authorization, execution execution, and delivery of this Agreement by KinderhookCommunity, this Agreement represents a legal, valid and binding obligation of each of Community and Merger Sub, Merchants enforceable against Community and Merger Sub, respectively, Merchants in accordance with its terms (except in all cases as such enforceability may be limited by (A) bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship and other Laws now or hereafter in effect relating to or affecting the enforcement of creditors’ ' rights generally and (B) general equitable principles, principles and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought).

Authority; No Breach of Agreement. (i) Each of Community and Merger Sub Kinderhook has the corporate power and authority necessary to execute, deliver deliver, and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. Assuming the accuracy of the representations and warranties set forth in Section 3.2(dd), the The execution, delivery delivery, and performance of this Agreement, and the consummation of the transactions contemplated hereby hereby, have been duly and validly authorized by all necessary corporate action (including valid authorization and adoption of this Agreement by CommunityKinderhook’s duly constituted Board of Directors), subject only to the Kinderhook Shareholder Approval. Assuming This Agreement has been duly executed and delivered by Kinderhook and, assuming due authorization, execution execution, and delivery of this Agreement by KinderhookCommunity and Merger Sub, this Agreement represents a legal, valid and binding obligation of each of Community and Merger Sub, Kinderhook enforceable against Community and Merger Sub, respectively, Kinderhook in accordance with its terms (except in all cases as such enforceability may be limited by (A) bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship and other Laws now or hereafter in effect relating to or affecting the enforcement of creditors’ rights generally and (B) general equitable principles, principles and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought).

Authority; No Breach of Agreement. (i) Each of Community and Merger Sub The Company has the corporate power and authority necessary to execute, deliver deliver, and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. Assuming the accuracy of the representations and warranties set forth in Section 3.2(dd), the The execution, delivery delivery, and performance of this Agreement, and the consummation of the transactions contemplated hereby hereby, have been duly and validly authorized by all necessary corporate action (including valid authorization and adoption of this Agreement by Community’s its duly constituted Board of Directors), subject only to the Company Shareholder Approval and such regulatory approvals as are required by law. Assuming Subject to the Company Shareholder Approval, Regulatory Consent and assuming due authorization, execution execution, and delivery of this Agreement by Kinderhookeach of SBC and SNB, this Agreement represents a legal, valid valid, and binding obligation of each of Community and Merger Sub, the Company enforceable against Community and Merger Sub, respectively, the Company in accordance with its terms (except in all cases as such enforceability may be limited by (A) bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship conservatorship, and other Laws now or hereafter in effect relating to or affecting the enforcement of creditors’ rights generally or the rights of creditors of insured depository institutions, and (B) general equitable principles, except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought).

Authority; No Breach of Agreement. (i) Each of Community and Merger Sub has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. Assuming the accuracy of the representations and warranties set forth in Section 3.2(dd), the execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action (including valid authorization and adoption of this Agreement by Community’s 's duly constituted Board of Directors). Assuming due authorization, execution and delivery of this Agreement by KinderhookMerchants, this Agreement represents a legal, valid and binding obligation of each of Community and Merger SubCommunity, enforceable against Community and Merger Sub, respectively, in accordance with its terms (except in all cases as such enforceability may be limited by (A) bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship and other Laws now or hereafter in effect relating to or affecting the enforcement of creditors’ ' rights generally and (B) general equitable principles, except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought).

Authority; No Breach of Agreement. (i) Each of Community and Merger Sub has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. Assuming the accuracy of the representations and warranties set forth in Section 3.2(dd), the execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action (including valid authorization and adoption of this Agreement by Community’s duly constituted Board of Directors). Assuming due authorization, execution and delivery of this Agreement by KinderhookSteuben, this Agreement represents a legal, valid and binding obligation of each of Community and Merger SubCommunity, enforceable against Community and Merger Sub, respectively, in accordance with its terms (except in all cases as such enforceability may be limited by (A) bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship and other Laws now or hereafter in effect relating to or affecting the enforcement of creditors’ rights generally and (B) general equitable principles, except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought).