Common use of Authority; No Violations Clause in Contracts

Authority; No Violations. (i) LFC has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby, subject in the case of the consummation of the Merger to the approval of this Agreement by the Required LFC Vote. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of LFC and no other corporate action or other corporate proceedings on the part of LFC is necessary to authorize this Agreement or the transactions hereby contemplated, subject in the case of the consummation of the Merger to the approval of this Agreement by the Required LFC Vote. This Agreement has been duly executed and delivered by LFC and constitutes a valid and binding agreement of LFC, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally, by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) or by an implied covenant of good faith and fair dealing. Based on the representation and warranty of IBC contained in Section 4.2(h) of this Agreement, no “moratorium”, “control share”, “fair price” or other antitakeover laws and regulations of any state, including, without limitation, the provisions of Section 203 of the DGCL, are applicable to the Merger or other transactions contemplated by this Agreement. (ii) The execution, delivery and performance of this Agreement by LFC does not and will not, as the case may be, and the consummation of the Merger by LFC and the other transactions contemplated hereby will not, result in any violation of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a lien, pledge, security interest, charge or other encumbrance on any assets (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a “Violation”) pursuant to: (A) any provision of the certificate of incorporation or by-laws of LFC or any LFC Subsidiary or (B) except as would not reasonably be expected to result in a Material Adverse Effect on LFC or as set forth in Section 4.1(h) of the LFC Disclosure Schedule, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to LFC or any LFC Subsidiary or their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any supranational, national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, or other governmental authority (a “Governmental Entity”), is required by or with respect to LFC or any LFC Subsidiary in connection with the execution, delivery and performance of this Agreement by LFC or the consummation of the Merger and the Subsidiary Mergers, except for those required under or in relation to (A) the BHC Act, (B) the DGCL with respect to the filing of the Certificate of Merger, (C) laws, rules, regulations, practices and orders of any applicable federal or state banking departments or of any federal or state regulatory body having jurisdiction over banking matters, (D) the SEC and state securities authorities, as applicable, in connection with the submission of this Agreement for the approval of the holders of the Shares and the issuance of IBC Common Stock in the Merger, (E) antitrust or other competition laws of other jurisdictions, (F) such consents and approvals specified in Section 4.1(h) of the LFC Disclosure Schedule and (G) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not reasonably be expected to result in a Material Adverse Effect on LFC. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to clauses (A), (B), (C), (D), (E) and (F) above are hereinafter referred to as the “LFC Required Consents.”

Authority; No Violations. (ia) LFC has all Each of Parent and Buyer have the requisite corporate power and authority to enter into execute and deliver this Agreement and the Ancillary Agreements and to perform its obligations and consummate the transactions contemplated hereby, subject in the case of the consummation of the Merger to the approval of this Agreement by the Required LFC Votehereby and thereby. The execution, execution and delivery and performance of this Agreement and the Ancillary Agreements by Parent and Buyer and the consummation by Parent and Buyer of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary requisite corporate action on the part of LFC each of Parent and Buyer and no other corporate action authorization or other corporate proceedings on consent from the part board of LFC directors or shareholders of Buyer or Parent is necessary to authorize this Agreement or the transactions hereby contemplated, subject in the case of the consummation of the Merger to the approval of this Agreement by the Required LFC Votenecessary. This Agreement has and the Ancillary Agreements have been duly and validly executed and delivered by LFC Parent and constitutes a Buyer and, assuming the due authorization, execution and delivery by the Seller, constitute valid and binding agreement obligations of LFCParent and Buyer, enforceable against it Parent and Buyer in accordance with its terms, except as such enforceability may be limited by subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium and similar insolvency (including, without limitation, all laws relating to fraudulent transfers), moratorium or similar laws affecting creditors generallycreditors’ rights and remedies generally and subject, by as to enforceability, to the effect of general principles of equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) or by an implied covenant of good faith and fair dealing. Based on the representation and warranty of IBC contained in Section 4.2(h) of this Agreement, no “moratorium”, “control share”, “fair price” or other antitakeover laws and regulations of any state, including, without limitation, the provisions of Section 203 of the DGCL, are applicable to the Merger or other transactions contemplated by this Agreement). (iib) The executionExcept as set forth on Schedule 4.03(b) hereto, neither the execution and delivery and performance of this Agreement and the Ancillary Agreements by LFC does not each of Parent and will notBuyer, nor the consummation by either Parent or Buyer, as the case may be, and the consummation of the Merger by LFC and the other transactions contemplated hereby and thereby, nor compliance by either Parent or Buyer with any of the terms or provisions hereof or thereof, will not(i) violate, conflict with or result in a breach of any provision of the Certificate of Incorporation or Bylaws of Parent, or Buyer, as the case may be, or (ii) to the knowledge of Parent and Buyer, violate any statute, code, ordinance, rule, regulations, judgment, order, writ, decree or injunction applicable to Parent or Buyer or any of their respective properties or assets, or (iii) violate, conflict with, result in a breach of any violation ofprovisions of or the loss of any benefit under, or constitute a default (or any event which, with or without notice or lapse of time, or both, would constitute a default) under, result in the termination of or give rise to a right of termination, amendment, termination or cancellation or acceleration of any obligation or the loss of a material benefit under, accelerate the performance required by, or result in the creation of a any lien, pledge, security interest, charge or other encumbrance on upon any assets (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a “Violation”) pursuant to: (A) any provision of the certificate terms, conditions or provisions of incorporation or by-laws of LFC or any LFC Subsidiary or (B) except as would not reasonably be expected to result in a Material Adverse Effect on LFC or as set forth in Section 4.1(h) of the LFC Disclosure Schedulenote, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, any loan or credit agreement, notebond, mortgage, bondindenture, indenturedeed of trust, license, lease, benefit plan material agreement or other agreementinstrument or obligation to which Parent or Buyer is a party, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to LFC by which they or any LFC Subsidiary or of their respective properties or assets. (iii) No consent, approval, order assets may be bound or authorization of, or registration, declaration or filing with, any supranational, national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, or other governmental authority (a “Governmental Entity”), is required by or with respect to LFC or any LFC Subsidiary in connection with the execution, delivery and performance of this Agreement by LFC or the consummation of the Merger and the Subsidiary Mergersaffected, except for those required under where such violation, conflict or in relation to (A) the BHC Act, (B) the DGCL with respect to the filing of the Certificate of Merger, (C) laws, rules, regulations, practices and orders of any applicable federal or state banking departments or of any federal or state regulatory body having jurisdiction over banking matters, (D) the SEC and state securities authorities, as applicable, in connection with the submission of this Agreement for the approval of the holders of the Shares and the issuance of IBC Common Stock in the Merger, (E) antitrust or other competition laws of other jurisdictions, (F) such consents and approvals specified in Section 4.1(h) of the LFC Disclosure Schedule and (G) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain breach would not reasonably be expected to result in have a Parent Material Adverse Effect on LFC. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to clauses (A), (B), (C), (D), (E) and (F) above are hereinafter referred to as the “LFC Required ConsentsEffect.”

Authority; No Violations. (ia) LFC has all requisite Each of NUI, NUI Telecom and Buyer have full corporate power and authority to enter into execute and deliver this Agreement and to consummate the transactions contemplated hereby, subject in the case of the consummation of the Merger to the approval . The execution and delivery of this Agreement by the Required LFC Vote. The executionNUI, delivery NUI Telecom and performance of this Agreement Buyer and the consummation by NUI, NUI Telecom and Buyer of the transactions contemplated hereby have been duly and validly authorized by all necessary requisite corporate action on the part of LFC each of NUI, NUI Telecom and no other corporate action or other Buyer. No corporate proceedings on the part of LFC is NUI, NUI Telecom or Buyer are necessary to authorize approve this Agreement or and to consummate the transactions hereby contemplated, subject in the case of the consummation of the Merger to the approval of this Agreement by the Required LFC Votecontemplated hereby. This Agreement has been duly and validly executed and delivered by LFC NUI, NUI Telecom and Buyer and (assuming the due authorization, execution and delivery by the Seller) constitutes a valid and binding agreement obligation of LFCNUI, NUI Telecom and Buyer, enforceable against it NUI, NUI Telecom and Buyer in accordance with its terms, except as such enforceability may be limited by subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium and similar insolvency (including, without limitation, all laws relating to fraudulent transfers), moratorium or similar laws affecting creditors generallycreditors' rights and remedies generally and subject, by as to enforceability, to the effect of general principles of equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) or by an implied covenant of good faith and fair dealing. Based on the representation and warranty of IBC contained in Section 4.2(h) of this Agreement, no “moratorium”, “control share”, “fair price” or other antitakeover laws and regulations of any state, including, without limitation, the provisions of Section 203 of the DGCL, are applicable to the Merger or other transactions contemplated by this Agreement). (iib) The execution, Neither the execution and delivery and performance of this Agreement by LFC does not each of NUI, NUI Telecom and will notBuyer, nor the consummation by NUI, NUI Telecom or Buyer, as the case may be, and the consummation of the Merger by LFC and the other transactions contemplated hereby hereby, nor compliance by either NUI, NUI Telecom or Buyer with any of the terms or provisions hereof, will not(i) violate, conflict with or result in a breach of any provision of the Certificate of Incorporation or Bylaws of NUI or NUI Telecom or Certificate of Formation or Operating Agreement of Buyer, or (ii)(x) violate any statute, code, ordinance, rule, regulations, judgment, order, writ, decree or injunction applicable to the NUI, NUI Telecom or Buyer or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any violation ofprovisions of or the loss of any benefit under, or constitute a default (or any event which, with or without notice or lapse of time, or both, would constitute a default) under, result in the termination of or give rise to a right of termination, amendment, termination or cancellation or acceleration of any obligation or the loss of a material benefit under, accelerate the performance required by, or result in the creation of a any lien, pledge, security interest, charge or other encumbrance on upon any assets (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a “Violation”) pursuant to: (A) any provision of the certificate terms, conditions or provisions of incorporation any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or by-laws of LFC other instrument or obligation to which NUI, NUI Telecom or Buyer is a party, or by which they or any LFC Subsidiary of their respective properties or assets may be bound or affected, except (Bin the case of clause (y) except as would above) for such violations, conflicts, breaches or defaults which, either individually or in the aggregate, will not reasonably be expected to result in have a Material Adverse Effect on LFC NUI or as set forth in Section 4.1(h) of the LFC Disclosure Schedule, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to LFC or any LFC Subsidiary or their respective properties or assetsNUI Telecom. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any supranational, national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, or other governmental authority (a “Governmental Entity”), is required by or with respect to LFC or any LFC Subsidiary in connection with the execution, delivery and performance of this Agreement by LFC or the consummation of the Merger and the Subsidiary Mergers, except for those required under or in relation to (A) the BHC Act, (B) the DGCL with respect to the filing of the Certificate of Merger, (C) laws, rules, regulations, practices and orders of any applicable federal or state banking departments or of any federal or state regulatory body having jurisdiction over banking matters, (D) the SEC and state securities authorities, as applicable, in connection with the submission of this Agreement for the approval of the holders of the Shares and the issuance of IBC Common Stock in the Merger, (E) antitrust or other competition laws of other jurisdictions, (F) such consents and approvals specified in Section 4.1(h) of the LFC Disclosure Schedule and (G) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not reasonably be expected to result in a Material Adverse Effect on LFC. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to clauses (A), (B), (C), (D), (E) and (F) above are hereinafter referred to as the “LFC Required Consents.”

Authority; No Violations. (ia) LFC The Company has all requisite corporate power and authority to enter into execute and deliver this Agreement and the Ancillary Agreements to which it is or will be a party and, subject to the receipt of the Company Stockholder Approval, to consummate the transactions contemplated hereby, subject in the case of the consummation of the Merger to the approval of this Agreement by the Required LFC VoteTransactions. The execution, execution and delivery and performance of this Agreement and the Ancillary Agreements to which the Company is or will be a party and the consummation of the transactions contemplated hereby Transactions by the Company have been duly authorized by all necessary corporate requisite action on of the part Company subject to the receipt of LFC the affirmative vote or consent of the holders of a majority of the issued and no other corporate action or other corporate proceedings on outstanding shares of Class A Common Stock and Class B Common Stock, voting together as a single class, approving the part of LFC is necessary to authorize Merger and adopting this Agreement or in accordance with the transactions hereby contemplated, subject in DGCL and the case certificate of incorporation and by-laws of the consummation of Company (the Merger to the approval of this Agreement by the Required LFC Vote“Company Stockholder Approval”). This Agreement has been (and the execution and delivery of each Ancillary Agreement to which the Company will be a party will be) duly executed and delivered by LFC the Company and constitutes (and each such Ancillary Agreement when so executed and delivered by the Company will constitute) a valid valid, legal and binding agreement of LFCthe Company (assuming that this Agreement has been, and the Ancillary Agreements to which the Company is a party will be, duly and validly authorized, executed and delivered by the other Persons party thereto), enforceable against it the Company in accordance with its their terms, except as such (i) to the extent that enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws relating to or affecting creditors generally, by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) or by an implied covenant of good faith and fair dealing. Based on the representation and warranty of IBC contained in Section 4.2(h) of this Agreement, no “moratorium”, “control share”, “fair price” or other antitakeover laws Laws affecting the enforcement of creditors’ rights generally and regulations (ii) that the availability of any stateequitable remedies, includingincluding specific performance, without limitation, is subject to the provisions of Section 203 discretion of the DGCL, are applicable to the Merger or other transactions contemplated by this Agreementcourt before which any proceeding thereof may be brought. (iib) The Assuming the accuracy of the representations and warranties of Buyer, Merger Sub and Merger Sub 2 set forth in Section 4.2(b), no notices to, filings with or authorizations, consents or approvals of any Governmental Authority are necessary to be made by or received by the Company for the execution, delivery and or performance by the Company of this Agreement or the Ancillary Agreements to which the Company is or will be a party or the consummation by LFC does not the Company of the Transactions, except for (i) compliance with and will filings under the HSR Act and any other applicable Competition Laws, (ii) filings listed on Section 3.2(b) of the Company Disclosure Schedule and (iii) those the failure of which to obtain or make would not, as individually or in the case may beaggregate, and the consummation of the Merger by LFC and the other transactions contemplated hereby will not, result in any violation of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a lien, pledge, security interest, charge or other encumbrance on any assets (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a “Violation”) pursuant to: (A) any provision of the certificate of incorporation or by-laws of LFC or any LFC Subsidiary or (B) except as would not reasonably be expected to result in have a Company Material Adverse Effect on LFC or as set forth in Section 4.1(h) of the LFC Disclosure Schedule, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to LFC or any LFC Subsidiary or their respective properties or assetsEffect. (iiic) No consent, approval, order or authorization of, or registration, declaration or filing with, any supranational, national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, or other governmental authority The board of directors of the Company has duly adopted resolutions (a “Governmental Entity”), is required by or with respect to LFC or any LFC Subsidiary in connection with i) approving the execution, delivery and performance by the Company of this Agreement by LFC and each other Ancillary Agreement to which it is or the consummation of the Merger and the Subsidiary Mergers, except for those required under or in relation to (A) the BHC Actwill be a party, (Bii) determining that entering into this Agreement and such other Ancillary Agreements is fair to, and in the DGCL with respect to best interests of, the filing of the Certificate of MergerCompany and its Shareholders, (Ciii) laws, rules, regulations, practices and orders of any applicable federal or state banking departments or of any federal or state regulatory body having jurisdiction over banking matters, (D) the SEC and state securities authorities, as applicable, in connection with the submission of declaring this Agreement for the approval of the holders of the Shares and the issuance of IBC Common Stock in the Merger, (E) antitrust or such other competition laws of other jurisdictions, (F) such consents and approvals specified in Section 4.1(h) of the LFC Disclosure Schedule Ancillary Agreements advisable and (Giv) such consents, approvals, orders, authorizations, registrations, declarations and filings recommending that the failure of which to make or obtain would not reasonably be expected to result in a Material Adverse Effect on LFC. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to clauses (A), (B), (C), (D), (E) and (F) above are hereinafter referred to as the “LFC Required ConsentsCompany’s Shareholders adopt this Agreement.”

Authority; No Violations. (ia) LFC has all requisite Each of Parent and Merger Sub have full corporate power and authority to enter into execute and deliver this Agreement and to consummate the transactions contemplated hereby, subject in the case of the consummation of the Merger to the approval . The execution and delivery of this Agreement by the Required LFC Vote. The execution, delivery Parent and performance of this Agreement Merger Sub and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by all necessary requisite corporate action on the part of LFC each of Parent and Merger Sub. Except for the filing of the Certificate of Merger, no other corporate action or other corporate proceedings on the part of LFC is Parent or Merger Sub are necessary to authorize approve this Agreement or and to consummate the transactions hereby contemplated, subject in the case of the consummation of the Merger to the approval of this Agreement by the Required LFC Votecontemplated hereby. This Agreement has been duly and validly executed and delivered by LFC Parent and Merger Sub and, assuming the due authorization, execution and delivery by the Company, constitutes a valid and binding agreement obligation of LFCParent and Merger Sub, enforceable against it Parent and Merger Sub in accordance with its terms, except as such enforceability may be limited by subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium and similar insolvency (including, without limitation, all laws relating to fraudulent transfers), moratorium or similar laws affecting creditors generallycreditors’ rights and remedies generally and subject, by as to enforceability, to the effect of general principles of equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) or by an implied covenant of good faith and fair dealing. Based on the representation and warranty of IBC contained in Section 4.2(h) of this Agreement, no “moratorium”, “control share”, “fair price” or other antitakeover laws and regulations of any state, including, without limitation, the provisions of Section 203 of the DGCL, are applicable to the Merger or other transactions contemplated by this Agreement). (iib) The execution, Neither the execution and delivery and performance of this Agreement by LFC does not each of Parent and will notMerger Sub, nor the consummation by either Parent or Merger Sub, as the case may be, and the consummation of the Merger by LFC and the other transactions contemplated hereby hereby, nor compliance by either Parent or Merger Sub with any of the terms or provisions hereof, will not(i) violate, conflict with or result in a breach of any provision of the Certificate of Incorporation or Bylaws of Parent, or Merger 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 Merger Sub or any of their respective properties or assets, or (iii) violate, conflict with, result in a breach of any violation ofprovisions of or the loss of any benefit under, or constitute a default (or any event which, with or without notice or lapse of time, or both, would constitute a default) under, result in the termination of or give rise to a right of termination, amendment, termination or cancellation or acceleration of any obligation or the loss of a material benefit under, accelerate the performance required by, or result in the creation of a any lien, pledge, security interest, charge or other encumbrance on upon any assets (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a “Violation”) pursuant to: (A) any provision of the certificate terms, conditions or provisions of incorporation or by-laws of LFC or any LFC Subsidiary or (B) except as would not reasonably be expected to result in a Material Adverse Effect on LFC or as set forth in Section 4.1(h) of the LFC Disclosure Schedulenote, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, any loan or credit agreement, notebond, mortgage, bondindenture, indenturedeed of trust, license, lease, benefit plan material agreement or other agreementinstrument or obligation to which Parent or Merger Sub is a party, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to LFC by which they or any LFC Subsidiary or of their respective properties or assetsassets may be bound or affected. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any supranational, national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, or other governmental authority (a “Governmental Entity”), is required by or with respect to LFC or any LFC Subsidiary in connection with the execution, delivery and performance of this Agreement by LFC or the consummation of the Merger and the Subsidiary Mergers, except for those required under or in relation to (A) the BHC Act, (B) the DGCL with respect to the filing of the Certificate of Merger, (C) laws, rules, regulations, practices and orders of any applicable federal or state banking departments or of any federal or state regulatory body having jurisdiction over banking matters, (D) the SEC and state securities authorities, as applicable, in connection with the submission of this Agreement for the approval of the holders of the Shares and the issuance of IBC Common Stock in the Merger, (E) antitrust or other competition laws of other jurisdictions, (F) such consents and approvals specified in Section 4.1(h) of the LFC Disclosure Schedule and (G) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not reasonably be expected to result in a Material Adverse Effect on LFC. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to clauses (A), (B), (C), (D), (E) and (F) above are hereinafter referred to as the “LFC Required Consents.”

Authority; No Violations. (ia) LFC Each of Parent and Buyer has all the requisite corporate power and authority to enter into execute and deliver this Agreement and the Ancillary Agreements and to perform its obligations and consummate the transactions contemplated hereby, subject in the case of the consummation of the Merger to the approval of this Agreement by the Required LFC Votehereby and thereby. The execution, execution and delivery and performance of this Agreement and the Ancillary Agreements by Parent and Buyer and the consummation by Parent and Buyer of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary requisite corporate action on the part of LFC each of Parent and Buyer and no other corporate action authorization or other corporate proceedings on consent from the part board of LFC is necessary to authorize this Agreement directors or the transactions hereby contemplated, subject in the case shareholders of the consummation of the Merger to the approval of this Agreement by the Required LFC VoteParent ot Buyer is necessary. This Agreement has and the Ancillary Agreements have been duly and validly executed and delivered by LFC each of Parent and constitutes a Buyer and, assuming the due authorization, execution and delivery by the Seller, constitute valid and binding agreement obligations of LFCParent and Buyer, enforceable against it Buyer in accordance with its terms, except as such enforceability may be limited by subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium and similar insolvency (including, without limitation, all laws relating to fraudulent transfers), moratorium or similar laws affecting creditors generallycreditors’ rights and remedies generally and subject, by as to enforceability, to the effect of general principles of equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) or by an implied covenant of good faith and fair dealing. Based on the representation and warranty of IBC contained in Section 4.2(h) of this Agreement, no “moratorium”, “control share”, “fair price” or other antitakeover laws and regulations of any state, including, without limitation, the provisions of Section 203 of the DGCL, are applicable to the Merger or other transactions contemplated by this Agreement). (iib) The executionExcept as set forth on Schedule 4.03(b) hereto, neither the execution and delivery and performance of this Agreement and the Ancillary Agreements by LFC does not each of Parent and Buyer, nor the consummation by Parent and Buyer of the transactions contemplated hereby and thereby, nor compliance by Parent and Buyer with any of the terms or provisions hereof or thereof, will not(i) violate, conflict with or result in a breach of any provision of the Certificate of Incorporation or Bylaws of Parent or Buyer, as the case may be, and or (ii) to the consummation knowledge of the Merger by LFC and the other transactions contemplated hereby will notParent , violate any statute, code, ordinance, rule, regulations, judgment, order, writ, decree or injunction applicable to Parent or Buyer or any of their respective properties or assets, or (iii) violate, conflict with, result in a breach of any violation ofprovisions of or the loss of any benefit under, or constitute a default (or any event which, with or without notice or lapse of time, or both, would constitute a default) under, result in the termination of or give rise to a right of termination, amendment, termination or cancellation or acceleration of any obligation or the loss of a material benefit under, accelerate the performance required by, or result in the creation of a any lien, pledge, security interest, charge or other encumbrance on upon any assets (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a “Violation”) pursuant to: (A) any provision of the certificate terms, conditions or provisions of incorporation or by-laws of LFC or any LFC Subsidiary or (B) except as would not reasonably be expected to result in a Material Adverse Effect on LFC or as set forth in Section 4.1(h) of the LFC Disclosure Schedulenote, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, any loan or credit agreement, notebond, mortgage, bondindenture, indenturedeed of trust, license, lease, benefit plan material agreement or other agreementinstrument or obligation to which Parent or Buyer is a party, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to LFC by which it or any LFC Subsidiary or of their respective properties or assets. (iii) No consent, approval, order assets may be bound or authorization of, or registration, declaration or filing with, any supranational, national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, or other governmental authority (a “Governmental Entity”), is required by or with respect to LFC or any LFC Subsidiary in connection with the execution, delivery and performance of this Agreement by LFC or the consummation of the Merger and the Subsidiary Mergersaffected, except for those required under where such violation, conflict or in relation to (A) the BHC Act, (B) the DGCL with respect to the filing of the Certificate of Merger, (C) laws, rules, regulations, practices and orders of any applicable federal or state banking departments or of any federal or state regulatory body having jurisdiction over banking matters, (D) the SEC and state securities authorities, as applicable, in connection with the submission of this Agreement for the approval of the holders of the Shares and the issuance of IBC Common Stock in the Merger, (E) antitrust or other competition laws of other jurisdictions, (F) such consents and approvals specified in Section 4.1(h) of the LFC Disclosure Schedule and (G) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain breach would not reasonably be expected to result in have a Seller Material Adverse Effect on LFC. Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to clauses (A), (B), (C), (D), (E) and (F) above are hereinafter referred to as the “LFC Required ConsentsEffect.”