Common use of Authority; No Violations Clause in Contracts

Authority; No Violations. (a) The Company has the requisite corporate power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby subject to the fulfillment of the conditions precedent set forth in Section 5.01 hereof. This Agreement and its execution and delivery by the Company have been duly authorized and approved by the Board of Directors of the Company and, subject to the fulfillment of the conditions precedent set forth in Section 5.01 hereof, constitutes a valid and binding obligation of the Company, enforceable in accordance with its terms, except to the extent limited by general principles of equity, by public policy and by bankruptcy, insolvency, reorganization, liquidation, moratorium, readjustment of debt or other laws of general application relating to or affecting the enforcement of creditors' rights. (b) Neither the execution of this Agreement nor the consummation of the Company Purchase by the Company (with or without notice or lapse of time) or any action taken by the Company in connection with the ESOP Purchase (i) conflicts with or violates any provision of the Company's certificate of incorporation, by-laws or other corporate governance document, (ii) conflicts with or violates any law, statute, rule, regulation or governmental requirement or any court or administrative judgment, order, injunction, writ, directive or decree, or (iii) conflicts with, results in a breach of or constitutes a default under any note, bond, indenture, mortgage, deed of trust, license, lease, contract, agreement, understanding, arrangement, commitment, instrument or other writing to which the Company is a party or by which the Company is subject or bound.

Authority; No Violations. (a) The Company Purchaser has the requisite corporate full power and authority to enter into this Agreement, Agreement and to carry out its obligations hereunder and to consummate the transactions contemplated hereby subject to the fulfillment of the conditions precedent set forth in Section 5.01 hereof. This Agreement and its execution and delivery by the Company Purchaser have been duly authorized and approved by the Board of Directors of the Company and, subject Purchaser. Subject to the fulfillment of the conditions precedent set forth in Section 5.01 hereof, this Agreement constitutes a valid and binding obligation of the CompanyPurchaser, enforceable in accordance with its terms, except to the extent limited by general principles of equity, by equitable and other principles of ERISA, by public policy and by bankruptcy, insolvency, reorganization, liquidation, moratorium, readjustment of debt or other laws of general application relating to or affecting the enforcement of creditors' rights. (b) Neither the execution of this Agreement nor the consummation of the Company ESOP Purchase by the Company (with or without notice or lapse of time) or any action taken by the Company in connection with the ESOP Purchase (i) conflicts with or with, violates any provision of or constitutes a breach of or default under the Company's certificate of incorporation, by-laws ESOP or any other corporate governance documentdocuments executed by the Purchaser pursuant to the ESOP, (ii) to the Purchaser's knowledge, conflicts with or violates any law, statute, rule, regulation or governmental requirement or any court or administrative judgment, order, injunction, writ, directive or decree, or (iii) conflicts with, results in a breach of or constitutes a default under any note, bond, indenture, mortgage, deed of trust, license, lease, contract, agreement, understanding, arrangement, commitment, instrument or other writing to which the Company Purchaser is a party or or, to the Purchaser's knowledge, by which the Company Purchaser is subject or bound.

Authority; No Violations. (a) The Company has the requisite Each of Parent and Sub have full corporate power and authority to enter into execute and deliver this Agreement, to carry out its obligations hereunder Agreement and to consummate the transactions contemplated hereby subject to hereby. The execution and delivery of this Agreement by Parent and Sub and the fulfillment consummation by Parent and Sub of the conditions precedent set forth in Section 5.01 hereoftransactions contemplated hereby have been duly and validly authorized by all requisite corporate action on the part of each of Parent and Sub. Except for the filing of the Certificates of Merger, no other corporate proceedings on the part of Parent or Sub are necessary to approve this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and its validly executed and delivered by Parent and Sub and, assuming the due authorization, execution and delivery by the Company have been duly authorized and approved by the Board of Directors of the Company and, subject to the fulfillment of the conditions precedent set forth in Section 5.01 hereofCompany, constitutes a valid and binding obligation of the CompanyParent and Sub, enforceable against Parent and Sub in accordance with its terms, except subject to the extent limited by effect of any applicable bankruptcy, reorganization, insolvency (including, without limitation, all laws relating to fraudulent transfers), moratorium or similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to the effect of general principles of equity, by public policy and by bankruptcy, insolvency, reorganization, liquidation, moratorium, readjustment equity (regardless of debt whether such enforceability is considered in a proceeding in equity or other laws of general application relating to or affecting the enforcement of creditors' rightsat law). (b) Neither the execution and delivery of this Agreement by each of Parent and Sub, nor the consummation by either Parent or Sub, as the case may be, of the Company Purchase transactions contemplated hereby, nor compliance by either Parent or Sub with any of the Company terms or provisions hereof, will (i) violate, conflict with or without result in a breach of any provision of the Certificate of Incorporation or Bylaws of Parent, or Sub, as the case may be, or (ii) violate any statute, code, ordinance, rule, regulations, judgment, order, writ, decree or injunction applicable to Parent or Sub or any of their respective properties or assets, or (iii) violate, conflict with, result in a breach of any provisions of or the loss of any benefit under, constitute a default (or any event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any action taken by the Company in connection with the ESOP Purchase (i) conflicts with lien, pledge, security interest, charge or violates other encumbrance upon any provision of the Company's certificate terms, conditions or provisions of incorporation, by-laws or other corporate governance document, (ii) conflicts with or violates any law, statute, rule, regulation or governmental requirement or any court or administrative judgment, order, injunction, writ, directive or decree, or (iii) conflicts with, results in a breach of or constitutes a default under any note, bond, mortgage, indenture, mortgage, deed of trust, license, lease, contract, agreement, understanding, arrangement, commitment, material agreement or other instrument or other writing obligation to which the Company Parent or Sub is a party party, or by which the Company is subject they or boundany of their respective properties or assets may be bound or affected.