Authority of Homestead; No Breach By Agreement Clause Samples

Authority of Homestead; No Breach By Agreement. (a) Homestead has the corporate power and authority necessary to execute, deliver, and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of Homestead. Subject to the requisite approval by Homestead’s shareholders and any applicable Consents of Regulatory Authorities, this Agreement represents a legal, valid, and binding obligation of Homestead, enforceable against Homestead in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors’ rights generally 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). (b) Neither the execution and delivery of this Agreement by Homestead, nor the consummation by Homestead of the transactions contemplated hereby, nor compliance by Homestead with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of Homestead’s Articles of Incorporation or Bylaws or any resolution adopted by the board of directors or the shareholders of Homestead that is currently in effect, or (ii) except as disclosed in Section 5.2(b) of the Homestead Disclosure Memorandum, constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of Homestead under, any Contract or Permit of Homestead, or, (iii) subject to receipt of the requisite Consents referred to in Section 9.1(b), constitute or result in a Default under, or require any Consent pursuant to, any Law or Order applicable to Homestead or any of its Assets (including any SBKC Entity or Homestead becoming subject to or liable for the payment of any Tax or any of the Assets owned by any SBKC Entity or Homestead being reassessed or revalued by any Taxing authority). (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state banking, corporate and securities Laws, and other than Consents required from Regulatory Authorities, and other than notices to or f...