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.