Common use of Authority of Seller Clause in Contracts

Authority of Seller. Seller has all necessary corporate or other power and authority to enter into this Agreement and the other Transaction Documents to which Seller is a party, to carry out its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. Each applicable Subsidiary of Seller has all necessary corporate or other power and authority to enter into the Transaction Documents to which such Subsidiary is a party, to carry out its respective obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery by Seller of this Agreement and any other Transaction Document to which Seller is a party, the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller and its Subsidiary of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Seller. The execution and delivery by each applicable Subsidiary of Seller of any Transaction Document to which such Subsidiary is a party, the performance by such Subsidiary of its obligations thereunder and the consummation by such Subsidiary of the transactions contemplated thereby have been duly authorized by all requisite corporate or other action on the part of such Subsidiary. This Agreement has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). At the Closing, each Transaction Document shall have been duly executed and delivered by Seller and/or its Subsidiaries, as applicable, and (assuming due authorization, execution and delivery by Buyer) each such Transaction Document shall constitute a legal, valid and binding obligation of Seller and/or such Subsidiary, enforceable against Seller and/or such Subsidiary in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Authority of Seller. Seller has all necessary full corporate or other power and authority to enter into this Agreement and the other Transaction Ancillary Documents to which Seller is a party, to carry out its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. Each applicable Subsidiary of Seller has all necessary corporate or other power and authority Subject to enter into the Transaction Documents Requisite Shareholder Vote with regard to which such Subsidiary is a party, to carry out its respective obligations thereunder and to consummate the transactions contemplated thereby. The hereby, the execution and delivery by Seller of this Agreement and any other Transaction Ancillary Document to which Seller is a party, the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller and its Subsidiary of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Seller. The execution and delivery by each applicable Subsidiary of Seller of any Transaction Document to which such Subsidiary is a party, the performance by such Subsidiary of its obligations thereunder and the consummation by such Subsidiary of the transactions contemplated thereby have been duly authorized by all requisite corporate or other action on the part of such Subsidiary. This Agreement has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of Seller, Seller enforceable against Seller in accordance with its terms, except as such enforceability may be limited by terms (subject to bankruptcy, insolvency, fraudulent transfer, reorganization, fraudulent conveyance, moratorium or and similar Laws of general applicability relating to or affecting creditors’ rights generally and by remedies and to general principles equitable principles) and, notwithstanding anything to the contrary contained herein, subject, with regards to the consummation of equity (regardless the transactions contemplated hereby, to the receipt of whether enforcement the Requisite Shareholder Vote. When each Ancillary Document to which Seller is sought in or will be a proceeding at law or in equity). At the Closing, each Transaction Document shall have party has been duly executed and delivered by Seller and/or its Subsidiaries, as applicable, and (assuming due authorization, execution and delivery by Buyer) each other party thereto), such Transaction Ancillary Document shall will constitute a legal, valid legal and binding obligation of Seller and/or such Subsidiary, enforceable against Seller and/or such Subsidiary it in accordance with its terms, except as such enforceability may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, fraudulent conveyance, moratorium or and similar Laws of general applicability relating to or affecting creditors’ rights generally and by remedies and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity)equitable principles.

Authority of Seller. Seller or the applicable Affiliate of Seller (as applicable) has all necessary corporate or other power and authority to enter into this Agreement and the other Transaction Documents to which Seller or such Affiliate is a party, to carry out its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. Each applicable Subsidiary of Seller has all necessary corporate or other power and authority to enter into the Transaction Documents to which such Subsidiary is a party, to carry out its respective obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery by Seller of this Agreement and any other Transaction Document to which Seller or an Affiliate of Seller is a party, the performance by Seller and its Affiliates of its obligations hereunder and thereunder and the consummation by Seller and its Subsidiary Affiliates of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Seller. The execution Seller and delivery by each applicable Subsidiary of Seller of any Transaction Document to which such Subsidiary is a party, the performance by such Subsidiary of its obligations thereunder and the consummation by such Subsidiary of the transactions contemplated thereby have been duly authorized by all requisite corporate or other action on the part of such SubsidiaryAffiliates. This Agreement has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). At the Closing, When each other Transaction Document shall have to which Seller or its Affiliates is or will be a party has been duly executed and delivered by Seller and/or its Subsidiaries, as applicable, and or such Affiliate (assuming due authorization, execution and delivery by Buyer) each other party thereto), such Transaction Document shall will constitute a legal, valid legal and binding obligation of Seller and/or such Subsidiary, or its Affiliate(s) enforceable against Seller and/or such Subsidiary it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Authority of Seller. Seller has and its Affiliates have all necessary corporate or and other power and authority to enter into this Agreement and the other Transaction Documents to which Seller and/or such Affiliate is a party, to carry out its their respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. Each applicable Subsidiary of Seller has all necessary corporate or other power and authority to enter into the Transaction Documents to which such Subsidiary is a party, to carry out its respective obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery by Seller and its Affiliates of this Agreement and any other Transaction Document to which Seller and/or such Affiliate is a party, the performance by Seller and its Affiliates of its their respective obligations hereunder and thereunder and the consummation by Seller and its Subsidiary Affiliates of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Seller. The execution and delivery by each applicable Subsidiary of Seller of any Transaction Document to which such Subsidiary is a party, the performance by such Subsidiary of its obligations thereunder and the consummation by such Subsidiary of the transactions contemplated thereby have been duly authorized by all requisite corporate or other action on the part of such SubsidiarySeller and its Affiliates. This Agreement has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). At the Closing, each Transaction Document shall have been duly executed and delivered by Seller and/or and its SubsidiariesAffiliates, as applicable, and (assuming due authorization, execution and delivery by Buyer) each such Transaction Document shall constitute a legal, valid and binding obligation of Seller and/or such SubsidiaryAffiliate, enforceable against Seller and/or such Subsidiary Affiliate in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Authority of Seller. Seller has all necessary corporate or other power and authority to enter into this Agreement and the other Transaction Documents to which Seller is a party, to carry out its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. Each applicable Subsidiary of Seller has all necessary corporate or other power and authority to enter into the Transaction Documents to which such Subsidiary is a party, to carry out its respective obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery by Seller of this Agreement and any other Transaction Document and, subject to which Seller is a partythe requisite approval of the shareholders of Seller, the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller and its Subsidiary of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite necessary corporate action on the part of Seller. The execution , and delivery by each applicable Subsidiary of Seller of any Transaction Document to which such Subsidiary this Agreement is a party, the performance by such Subsidiary of its obligations thereunder and the consummation by such Subsidiary of the transactions contemplated thereby have been duly authorized by all requisite corporate or other action on the part of such Subsidiary. This Agreement has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of Seller, Seller enforceable against Seller in accordance with its terms, except as such the enforceability thereof may be limited by bankruptcy, liquidation, receivership, conservatorship, insolvency, reorganization, fraudulent conveyance, moratorium or other similar Laws laws affecting creditors’ the rights of creditors generally and by general principles of equity (regardless of whether enforcement is sought equitable principles. Except as set forth in a proceeding at law or in equity). At Seller’s Disclosure Letter, neither the Closing, each Transaction Document shall have been duly executed and delivered by Seller and/or its Subsidiaries, as applicable, and (assuming due authorization, execution and delivery by BuyerSeller of this Agreement, the consummation of the Merger or the transactions contemplated herein, nor compliance by Seller with any of the provisions hereof, will: (a) each such Transaction Document shall violate any provision of Seller’s Charter Documents; (b) constitute a legalbreach of or result in a default (or give rise to any rights of termination, valid and binding obligation cancellation or acceleration, or any right to acquire any securities or assets) under any of Seller and/or such Subsidiary, enforceable against Seller and/or such Subsidiary in accordance with its the terms, conditions or provisions of any note, bond, mortgage, indenture, franchise, license, permit, agreement, Encumbrances or other instrument or obligation to which Seller is a party, or by which Seller or any of Seller’s properties or assets is bound, if in any such circumstances, such event could have a Material Adverse Effect; or (c) assuming that the Consents referred to in the following sentence are duly obtained, violate any Rule applicable to Seller or any of Seller’s properties or assets. No Consent of any Governmental Entity having jurisdiction over any aspect of the business or assets of Seller, and no Consent of any Person, is required in connection with the execution and delivery by Seller of this Agreement or the consummation by Seller of the Merger and the transactions contemplated hereby, except (i) the approval of this Agreement and the transactions contemplated hereby by the shareholders of Seller; (ii) such Consents as such enforceability may be limited required by bankruptcyGovernmental Entities including, insolvencywithout limitation, reorganization, fraudulent conveyance, moratorium or similar Laws affecting creditors’ rights generally the effectiveness of the S-4 and by general principles of equity any Blue Sky permits and approvals; and (regardless of whether enforcement is sought iii) as otherwise set forth in a proceeding at law or in equity)Seller’s Disclosure Letter.

Authority of Seller. Seller has all necessary corporate or other full power and authority to enter into this Agreement and the other Transaction Documents to which Seller is a party, to carry out its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. Each applicable Subsidiary of Seller has all necessary corporate or other power and authority to enter into the Transaction Documents to which such Subsidiary is a party, to carry out its respective obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery by Seller of this Agreement and any other Transaction Document to which Seller is a party, the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller and its Subsidiary of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Seller. The execution and delivery by each applicable Subsidiary of Seller of any Transaction Document to which such Subsidiary is a party, the performance by such Subsidiary of its obligations thereunder and the consummation by such Subsidiary of the transactions contemplated thereby have been duly authorized by all requisite corporate or other action on the part of such Subsidiary. This Agreement has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of Seller, Seller enforceable against Seller in accordance with its terms, except as that (a) such enforceability enforcement may be limited by subject to any bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyancetransfer or other laws, moratorium now or similar Laws affecting hereafter in effect, relating to or limiting creditors’ rights generally and by general principles (b) the remedy of equity (regardless specific performance and injunctive and other forms of whether enforcement is sought in a equitable relief, may be subject to equitable defenses and to the discretion of the court before which any proceeding at law or in equity)therefor may be brought. At the Closing, When each other Transaction Document shall have to which Seller is or will be a party has been duly executed and delivered by Seller and/or its Subsidiaries, as applicable, and (assuming due authorization, execution and delivery by Buyer) each other party thereto), such Transaction Document shall will constitute a legal, valid legal and binding obligation of Seller and/or such Subsidiary, enforceable against Seller and/or such Subsidiary it in accordance with its terms, except as that (i) such enforceability enforcement may be limited by subject to any bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyancetransfer or other laws, moratorium now or similar Laws affecting hereafter in effect, relating to or limiting creditors’ rights generally and by general principles (ii) the remedy of equity (regardless specific performance and injunctive and other forms of whether enforcement is sought in a equitable relief, may be subject to equitable defenses and to the discretion of the court before which any proceeding at law or in equity)therefor may be brought.

Authority of Seller. Seller has all necessary corporate or other power and authority to enter into execute and deliver this Agreement and the other Transaction Documents to which Seller is or will be a party, to carry out its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. Each applicable Subsidiary of Seller has all necessary corporate or other power and authority to enter into the Transaction Documents to which such Subsidiary is a party, to carry out its respective obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery by Seller of this Agreement and any other Transaction Document to which Seller is or will be a party, the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller and its Subsidiary of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite corporate action on the part of Seller. The execution Seller and delivery by each applicable Subsidiary of Seller of any Transaction Document to which such Subsidiary is a party, the performance by such Subsidiary of its obligations thereunder and the consummation by such Subsidiary of the transactions contemplated thereby have been duly authorized by all requisite corporate or no other action proceedings on the part of such SubsidiarySeller or any holder of its equity is required to authorize this Agreement or the other Transaction Documents to which it is or will be a party or for Seller to consummate the transactions contemplated hereby or thereby. This Agreement has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). At the Closing, each other Transaction Document shall to which Seller is or will be a party will have been duly executed and delivered by Seller and/or its Subsidiaries, as applicableSeller, and (assuming due authorization, execution and delivery by Buyer) each other party thereto), such Transaction Document shall will constitute a legal, valid legal and binding obligation of Seller and/or such Subsidiary, enforceable against Seller and/or such Subsidiary it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Authority of Seller. Seller has all necessary full corporate or other power and authority to enter into this Agreement and the other Transaction Documents Ancillary Agreements to which Seller is a party, party and to carry out perform its respective obligations hereunder and thereunder thereunder. This Agreement has been duly authorized, executed, and delivered by Seller and when duly authorized , executed and delivered by Buyer, will constitute the legal, valid and binding agreement of Seller, enforceable against it in accordance with its terms subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to consummate general equity principles regardless of whether considered at law or in equity. The Ancillary Agreements to which Seller is a party will as of the Closing have been duly authorized, executed and delivered by Seller and when duly authorized, executed and delivered by the other parties thereto, will constitute the legal, valid and binding agreements of Seller enforceable against it in accordance with their terms subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors rights and to general equity of principles regardless of whether considered at law or in equity. No further proceeding on the part of Seller is necessary to authorize this Agreement or is necessary to authorize the Ancillary Agreements to which Seller is a party and the transactions contemplated hereby and thereby. Each applicable Subsidiary of Seller has all necessary corporate Except as disclosed in Schedule 3.2 or other power and authority to enter into 3.8 neither the Transaction Documents to which such Subsidiary is a party, to carry out its respective obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery by Seller of this Agreement and any other Transaction Document or the Ancillary Agreements to which Seller is a party, the performance party nor compliance by Seller of its obligations hereunder with their terms and thereunder and the consummation by Seller and its Subsidiary provisions will violate (i) any provision of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part certificate or articles of Seller. The execution and delivery by each applicable Subsidiary of Seller of any Transaction Document to which such Subsidiary is a party, the performance by such Subsidiary of its obligations thereunder and the consummation by such Subsidiary of the transactions contemplated thereby have been duly authorized by all requisite corporate incorporation or other action on the part of such Subsidiary. This Agreement has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation by-laws of Seller, enforceable against (ii) to Seller's knowledge, the Contract to the extent assigned to Buyer or any other license, franchise or permit to which Seller is a party or by which it is bound, or (iii) to Seller's knowledge, any law, statute, regulation, injunction, order or decree of any government agency or authority or court to which Seller is subject, where, in accordance with its termsall cases, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in violation would have a proceeding at law or in equity). At the Closing, each Transaction Document shall have been duly executed and delivered by Seller and/or its Subsidiaries, as applicable, and (assuming due authorization, execution and delivery by Buyer) each such Transaction Document shall constitute a legal, valid and binding obligation of Seller and/or such Subsidiary, enforceable against Seller and/or such Subsidiary in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity)Material Adverse Effect.

Authority of Seller. (i) Seller is a corporation duly formed, validly existing and in good standing under the laws of the State of Delaware, (ii) the persons executing Seller's Closing Documents are, or will be at Closing, duly appointed and authorized by Seller to execute such documents, (iii) Seller's Closing Documents will, when delivered, have been duly authorized, executed and delivered by Seller or Target, as the case may be, and will constitute legal, valid and binding obligations of Seller and Target, as the case may be, enforceable against Seller and/or Target in accordance with their respective terms, (iv) subject to receipt of approval as provided in Section 5(B)(i), Seller has all necessary corporate or other the full power and authority to enter into execute, deliver and perform its obligations under Seller's Closing Documents and to carry on its business as presently conducted, (v) as of the Closing, Target shall have the full power and authority to execute, deliver and perform its obligations under Seller's Closing Documents to be executed by Target and to carry on its business as presently conducted, (vi) subject to receipt of approval as provided in Section 5(B)(i), Seller has obtained all necessary permits, licenses, entitlements and/or approvals required to comply with the provisions of Seller's Closing Documents, and to carry on its business as presently conducted, (vii) the execution, delivery and performance by Seller of this Agreement and the other Transaction Documents does not violate any provision of Seller's certificate of incorporation or by laws or any agreement or document to which Seller is a party, to carry out its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. Each applicable Subsidiary of Seller has all necessary corporate party or other power and authority to enter into the Transaction Documents to which such Subsidiary is a party, to carry out its respective obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery by Seller of this Agreement and any other Transaction Document to which Seller is a partybound (including, the performance by Seller any loan agreement, line of its obligations hereunder and thereunder and the consummation by Seller and its Subsidiary credit agreement, mortgage, deed of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Seller. The execution and delivery by each applicable Subsidiary of Seller trust or license), or of any Transaction Document to which such Subsidiary is a partyorder, writ, injunction, decree or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over Seller or the performance by such Subsidiary of its obligations thereunder and the consummation by such Subsidiary of the transactions contemplated thereby have been duly authorized by all requisite corporate or other action on the part of such Subsidiary. This Agreement has been duly executed and delivered by SellerProperties, and (assuming due authorizationviii) ) the execution, execution delivery and delivery performance by Buyer) this Agreement constitutes Target of the Seller's Closing Documents to be executed by Target will not violate any provision of Target's certificate of formation or limited liability company agreement or any agreement or document to which Target is a legalparty or by which Target is bound (including, valid and binding obligation any loan agreement, line of Sellercredit agreement, enforceable against Seller in accordance with its termsmortgage, except as such enforceability may be limited by bankruptcydeed of trust or license), insolvencyor of any order, reorganizationwrit, fraudulent conveyanceinjunction, moratorium decree or similar Laws affecting creditors’ rights generally and by general principles regulation of equity (regardless of whether enforcement is sought in a proceeding at law any court, regulatory body, administrative agency or in equity). At governmental body having jurisdiction over Target or the Closing, each Transaction Document shall have been duly executed and delivered by Seller and/or its Subsidiaries, as applicable, and (assuming due authorization, execution and delivery by Buyer) each such Transaction Document shall constitute a legal, valid and binding obligation of Seller and/or such Subsidiary, enforceable against Seller and/or such Subsidiary in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity)Properties.

Authority of Seller. Seller has all necessary corporate or other power and authority to enter into this Agreement and the other Transaction Documents to which Seller is a party, to carry out its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. Each applicable Subsidiary of Seller has all necessary corporate or other power and authority to enter into the Transaction Documents to which such Subsidiary is a party, to carry out its respective obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery by Seller of this Agreement and any other Transaction Document and, subject to which Seller is a partythe requisite approval of the shareholders of Seller, the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller and its Subsidiary of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite necessary corporate action on the part of Seller. The execution , and delivery by each applicable Subsidiary of Seller of any Transaction Document to which such Subsidiary this Agreement is a party, the performance by such Subsidiary of its obligations thereunder and the consummation by such Subsidiary of the transactions contemplated thereby have been duly authorized by all requisite corporate or other action on the part of such Subsidiary. This Agreement has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of Seller, Seller enforceable against Seller in accordance with its terms, except as such the enforceability thereof may be limited by bankruptcy, liquidation, receivership, conservatorship, insolvency, reorganization, fraudulent conveyance, moratorium or other similar Laws laws affecting creditors’ the rights of creditors generally and by general principles of equity (regardless of whether enforcement is sought equitable principles. Except as set forth in a proceeding at law or in equity). At Seller’s Disclosure Letter, neither the Closing, each Transaction Document shall have been duly executed and delivered by Seller and/or its Subsidiaries, as applicable, and (assuming due authorization, execution and delivery by BuyerSeller of this Agreement, the consummation of the Merger, the Bank Merger or the transactions contemplated herein, nor compliance by Seller with any of the provisions hereof, will: (a) each such Transaction Document shall violate any provision of Seller’s Charter Documents; (b) constitute a legalbreach of or result in a default (or give rise to any rights of termination, valid and binding obligation cancellation or acceleration, or any right to acquire any securities or assets) under any of Seller and/or such Subsidiary, enforceable against Seller and/or such Subsidiary in accordance with its the terms, conditions or provisions of any note, bond, mortgage, indenture, franchise, license, permit, agreement, Encumbrances or other instrument or obligation to which Seller is a party, or by which Seller or any of Seller’s properties or assets is bound, if in any such circumstances, such event could have a Material Adverse Effect; or (c) assuming that the Consents referred to in the following sentence are duly obtained, violate any Rule applicable to Seller or any of Seller’s properties or assets. No Consent of any Governmental Entity having jurisdiction over any aspect of the business or assets of Seller, and no Consent of any Person, is required in connection with the execution and delivery by Seller of this Agreement or the consummation by Seller of the Merger, the Bank Merger and the transactions contemplated hereby, except (i) the approval of this Agreement and the transactions contemplated hereby by the shareholders of Seller; (ii) such Consents as such enforceability may be limited required by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws affecting creditors’ rights generally Governmental Entities; and by general principles of equity (regardless of whether enforcement is sought iii) as otherwise set forth in a proceeding at law or in equity)Seller’s Disclosure Letter.

Authority of Seller. Such Seller has all necessary corporate or other full power and authority to enter into this Agreement and the other Transaction Documents to which such Seller is a party, to carry out its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. Each applicable Subsidiary of Seller has all necessary corporate or other power and authority to enter into the Transaction Documents to which such Subsidiary is a party, to carry out its respective obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery by such Seller of this Agreement and any other Transaction Document to which such Seller is a party, the performance by such Seller of its obligations hereunder and thereunder and the consummation by such Seller and its Subsidiary of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Seller. The execution and delivery by each applicable Subsidiary of Seller of any Transaction Document to which such Subsidiary is a party, the performance by such Subsidiary of its obligations thereunder and the consummation by such Subsidiary of the transactions contemplated thereby have been duly authorized by all requisite corporate or other action on the part of such SubsidiarySeller. This Agreement has been duly executed and delivered by such Seller, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of Seller, such Seller enforceable against such Seller in accordance with its terms, except as that (a) such enforceability enforcement may be limited by subject to any bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyancetransfer or other laws, moratorium now or similar Laws affecting hereafter in effect, relating to or limiting creditors’ rights generally and by general principles (b) the remedy of equity (regardless specific performance and injunctive and other forms of whether enforcement is sought in a equitable relief, may be subject to equitable defenses and to the discretion of the court before which any proceeding at law or in equity)therefor may be brought. At the Closing, When each other Transaction Document shall have to which such Seller is or will be a party has been duly executed and delivered by such Seller and/or its Subsidiaries, as applicable, and (assuming due authorization, execution and delivery by Buyer) each other party thereto), such Transaction Document shall will constitute a legal, valid legal and binding obligation of such Seller and/or such Subsidiary, enforceable against Seller and/or such Subsidiary it in accordance with its terms, except as that (i) such enforceability enforcement may be limited by subject to any bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyancetransfer or other laws, moratorium now or similar Laws affecting hereafter in effect, relating to or limiting creditors’ rights generally and by general principles (ii) the remedy of equity (regardless specific performance and injunctive and other forms of whether enforcement is sought in a equitable relief, may be subject to equitable defenses and to the discretion of the court before which any proceeding at law or in equity).therefor may be brought. Section 4.02

Authority of Seller. The Seller has all necessary corporate or other limited liability company power and authority to enter into this Agreement and the other Transaction Documents to which Seller it is a party, to carry out its respective obligations hereunder hereunder, and thereunder and to consummate the transactions contemplated hereby and thereby. Each applicable Subsidiary of Seller has all necessary corporate or other power and authority to enter into the Transaction Documents to which such Subsidiary is a party, to carry out its respective obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery by the Seller of this Agreement and any other Transaction Document Documents to which the Seller is a party, the performance by the Seller of its obligations hereunder hereunder, and thereunder and the consummation by the Seller and its Subsidiary of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate limited liability company action on the part of the Seller. The execution and delivery by each applicable Subsidiary of Seller of any Transaction Document to which such Subsidiary is a party, the performance by such Subsidiary of its obligations thereunder and the consummation by such Subsidiary of the transactions contemplated thereby have been duly authorized by all requisite corporate or other action on the part of such Subsidiary. This Agreement has been duly executed and delivered by the Seller, and (assuming due authorization, execution execution, and delivery by Buyerthe Purchaser) this Agreement constitutes a legal, valid valid, and binding obligation of Seller, the Seller enforceable against the Seller in accordance with its terms, except as such enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or moratorium, and similar Laws affecting creditors’ remedies and rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). At the Closing, When each other Transaction Document shall have to which the Seller is or will be a party has been duly executed and delivered by the Seller and/or its Subsidiaries, as applicable, and (assuming due authorization, execution execution, and delivery by Buyer) each other party thereto), such Transaction Document shall will constitute a legal, valid legal and binding obligation of the Seller and/or such Subsidiary, enforceable against Seller and/or such Subsidiary it in accordance with its terms, except as such enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or moratorium, and similar Laws affecting creditors’ remedies and rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Authority of Seller. Each of Seller and Parent has all necessary full corporate or other power and authority to enter into this Agreement and the other Transaction Documents to which Seller or Parent is a party, to carry out its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. Each applicable Subsidiary of Seller has all necessary corporate or other power and authority to enter into the Transaction Documents to which such Subsidiary is a party, to carry out its respective obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery by each of Seller and Parent of this Agreement and any other Transaction Document to which Seller or Parent is a party, the performance by Seller or Parent of its obligations hereunder and thereunder and the consummation by Seller and its Subsidiary or Parent of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Seller. The execution Seller and delivery by each applicable Subsidiary of Seller of any Transaction Document to which such Subsidiary is a party, the performance by such Subsidiary of its obligations thereunder and the consummation by such Subsidiary of the transactions contemplated thereby have been duly authorized by all requisite corporate or other action on the part of such SubsidiaryParent. This Agreement has been duly executed and delivered by SellerSeller and Parent, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of Seller, each of Seller and Parent enforceable against each of Seller and Parent in accordance with its terms, except as such enforceability may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, fraudulent conveyance, moratorium and other laws of general applicability relating to or similar Laws affecting creditors’ rights generally and by to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity)principles. At the Closing, When each other Transaction Document shall have to which Seller or Parent is or will be a party has been duly executed and delivered by Seller and/or its Subsidiaries, as applicable, and Parent (assuming due authorization, execution and delivery by Buyer) each other party thereto), such Transaction Document shall will constitute a legal, valid legal and binding obligation of Seller and/or such Subsidiary, and Parent (as applicable) enforceable against Seller and/or such Subsidiary it in accordance with its terms, except as such enforceability may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, fraudulent conveyance, moratorium and other laws of general applicability relating to or similar Laws affecting creditors’ rights generally and by to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity)principles.

Authority of Seller. Seller is a corporation duly organized, validly -------------------- existing and in good standing under the laws of Delaware. Seller has all necessary requisite corporate or other power and authority to enter into this Agreement and the other Transaction Documents to which Seller is a party, to carry out its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. Each applicable Subsidiary of Seller has all necessary corporate or other power and authority to enter into the Transaction Documents to which such Subsidiary is a party, to carry out its respective obligations thereunder and to consummate the transactions contemplated therebyherein. The execution and delivery by Seller of this Agreement and any other Transaction Document to which Seller is a party, the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller and its Subsidiary of the transactions contemplated hereby and thereby have has been duly authorized by all requisite necessary corporate action on the part of Seller. The execution and delivery by each applicable Subsidiary of Seller of any Transaction Document to which such Subsidiary is a party, the performance by such Subsidiary of its obligations thereunder and the consummation by such Subsidiary of the transactions contemplated thereby have been duly authorized by all requisite corporate or other action on the part of such Subsidiaryaction. This Agreement has been duly and validly executed and delivered by Seller, Seller and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganizationmoratorium, fraudulent conveyance, moratorium reorganization or similar Laws affecting from time to time in effect which affect creditors’ ' rights generally generally, or (b) legal and by general principles equitable limitations on the availability of equity (regardless of whether enforcement is sought in a proceeding at law or in equity)specific remedies. At the Closing, each Transaction Document shall have been duly executed and delivered by Seller and/or its Subsidiaries, as applicable, and (assuming due authorization, The execution and delivery of this Agreement by BuyerSeller does not, and the consummation of the transactions contemplated hereby and performance of the obligations hereunder, assuming the receipt of the consents, approvals and waivers listed on Schedule 3.1, will not: ------------ (i) each such Transaction Document shall constitute a legalviolate or conflict with any term, valid and binding obligation condition or provision of (A) the charter, by-laws or analogous organizational documents of Seller and/or such Subsidiaryor any entity that will be making any sale, enforceable against transfer or assignment hereunder, or (B) any applicable Law or contract binding on Seller and/or such Subsidiary or Material Contract, which violation could reasonably be expected to have a Material Adverse Effect; or (ii) result in accordance with its termsthe creation of any Lien upon any of the Shares or the Domestic Assets or any property of any of the Subsidiaries. Except as set forth on Schedule 3.1, except as such enforceability may be limited by bankruptcythe failure of any Person claiming through Seller to authorize or ------------ approve this Agreement or the transactions contemplated hereby will not give any Person the right to enjoin, insolvency, reorganization, fraudulent conveyance, moratorium rescind or similar Laws affecting creditors’ rights generally otherwise prevent or impede the sale of each and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity)every asset and share constituting the Domestic Assets and the Shares.

Authority of Seller. Seller has all necessary corporate or other power and authority to enter into this Agreement and the other Transaction Documents to which Seller is a party, to carry out its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. Each applicable Subsidiary of Seller has all necessary corporate or other power and authority to enter into the Transaction Documents to which such Subsidiary is a party, to carry out its respective obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery by Seller of this Agreement and any other Transaction Document and, subject to which Seller is a partythe requisite approval of the shareholders of Seller, the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller and its Subsidiary of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite necessary corporate action on the part of Seller. The execution , and delivery by each applicable Subsidiary of Seller of any Transaction Document to which such Subsidiary this Agreement is a party, the performance by such Subsidiary of its obligations thereunder and the consummation by such Subsidiary of the transactions contemplated thereby have been duly authorized by all requisite corporate or other action on the part of such Subsidiary. This Agreement has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of Seller, Seller enforceable against Seller in accordance with its terms, except as such enforceability the enforce ability thereof may be limited by bankruptcy, liquidation, receivership, conservatorship, insolvency, reorganization, fraudulent conveyance, moratorium or other similar Laws laws affecting creditors’ the rights of creditors generally and by general equitable principles and by Section 8(b)(6)(D) of equity (regardless of whether enforcement is sought in a proceeding at law or in equitythe Federal Deposit Insurance Act, 12 U.S.C. Section 1818(b)(6)(D). At Except as set forth in Seller’s Disclosure Letter, neither the Closing, each Transaction Document shall have been duly executed and delivered by Seller and/or its Subsidiaries, as applicable, and (assuming due authorization, execution and delivery by BuyerSeller of this Agreement, the consummation of the Bank Merger or the transactions contemplated herein, nor compliance by Seller with any of the provisions hereof, will: (a) each such Transaction Document shall violate any provision of Seller’s Charter Documents; (b) constitute a legalbreach of or result in a default (or give rise to any rights of termination, valid and binding obligation cancellation or acceleration, or any right to acquire any securities or assets) under any of Seller and/or such Subsidiary, enforceable against Seller and/or such Subsidiary in accordance with its the terms, conditions or provisions of any note, bond, mortgage, indenture, franchise, license, permit, agreement, Encumbrances or other instrument or obligation to which Seller is a party, or by which Seller or any of Seller’s properties or assets is bound, if in any such circumstances, such event could have consequences materially adverse to Seller; or (c) violate any Rule applicable to Seller or any of Seller’s properties or assets. No Consent of any Governmental Entity having jurisdiction over any aspect of the business or assets of Seller, and no Consent of any Person, is required in connection with the execution and delivery by Seller of this Agreement or the consummation by Seller of the Bank Merger and the transactions contemplated hereby, except (i) the approval of this Agreement and the transactions contemplated hereby by the shareholders of Seller; (ii) such approvals or notices as such enforceability may be limited required by bankruptcythe FRB, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws affecting creditors’ rights generally the Commissioner and the FDIC; (iii) the declaring effective of the S-4 by general principles the SEC and the approvals of equity all necessary blue sky administrators; and (regardless of whether enforcement is sought iv) as otherwise set forth in a proceeding at law or in equity)Seller’s Disclosure Letter.

Authority of Seller. (a) Seller Parent has all necessary full corporate or other power and authority to enter into this Agreement and the other Transaction Documents to which Seller Parent is a party, to carry out its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. Each applicable Subsidiary of Seller has all necessary corporate or other power and authority to enter into the Transaction Documents to which such Subsidiary is a party, to carry out its respective obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery by Seller Parent of this Agreement and any other Transaction Document to which Seller Parent is a party, the performance by Seller Parent of its obligations hereunder and thereunder and the consummation by Seller and its Subsidiary Parent of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Seller. The execution and delivery by each applicable Subsidiary of Seller of any Transaction Document to which such Subsidiary is a party, the performance by such Subsidiary of its obligations thereunder and the consummation by such Subsidiary of the transactions contemplated thereby have been duly authorized by all requisite corporate or other action on the part of such SubsidiaryParent. This Agreement has been duly executed and delivered by SellerSeller Parent, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of Seller, Seller Parent enforceable against Seller Parent in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). At the Closing, When each other Transaction Document shall have to which Seller Parent is or will be a party has been duly executed and delivered by Seller and/or its Subsidiaries, as applicable, and Parent (assuming due authorization, execution and delivery by Buyer) each other party thereto), such Transaction Document shall will constitute a legal, valid legal and binding obligation of Seller and/or such Subsidiary, Parent enforceable against Seller and/or such Subsidiary it in accordance with its terms. (b) Each Seller (other than Seller Parent) has full corporate power and authority to enter into the Transaction Documents to which such Seller is a party, except as to carry out its obligations thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by each Seller (other than Seller Parent) of any Transaction Document to which such enforceability may Seller is a party, the performance by such Seller of its obligations hereunder and thereunder and the consummation by such Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of such Seller. When each Transaction Document to which a Seller (other than Seller Parent) is or will be limited a party has been duly executed and delivered by bankruptcysuch Seller (assuming due authorization, insolvencyexecution and delivery by each other party thereto), reorganization, fraudulent conveyance, moratorium or similar Laws affecting creditors’ rights generally such Transaction Document will constitute a legal and by general principles binding obligation of equity (regardless of whether enforcement is sought such Seller enforceable against it in a proceeding at law or in equity).accordance with its terms. Section 4.03

Authority of Seller. Seller has all necessary corporate or other power and authority to enter into this Agreement and the other Transaction Documents to which Seller is a party, to carry out its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. Each applicable Seller Subsidiary of Seller has all necessary corporate or other power and authority to enter into the Transaction Documents to which such Seller Subsidiary is a party, to carry out its respective obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery by Seller of this Agreement and any other Transaction Document to which Seller is a party, the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller and its Subsidiary the Seller Subsidiaries of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Seller. The execution and delivery by each applicable Seller Subsidiary of Seller of any Transaction Document to which such Seller Subsidiary is a party, the performance by such Subsidiary of its obligations thereunder and the consummation by such Seller Subsidiary of the transactions contemplated thereby have been duly authorized by all requisite corporate or other action on the part of such Seller Subsidiary. This Agreement has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). At the Closing, each Transaction Document shall have been duly executed and delivered by Seller and/or its the Seller Subsidiaries, as applicable, and (assuming due authorization, execution and delivery by Buyer) each such Transaction Document shall constitute a legal, valid and binding obligation of Seller and/or such Seller Subsidiary, enforceable against Seller and/or such Seller Subsidiary in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Authority of Seller. (a) Seller has all necessary corporate or other power and authority to enter into this Agreement and the other Transaction Documents to which Seller is a partyrequisite right, to carry out its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. Each applicable Subsidiary of Seller has all necessary corporate or other power and authority to enter into the Transaction Documents to which such Subsidiary it is a partyparty and, subject to the Seller Stockholder Approval, to carry out perform its respective covenants and obligations thereunder hereunder and to consummate the transactions contemplated therebyTransaction. The execution execution, delivery and delivery by Seller performance of this Agreement and any other the Transaction Document Documents to which Seller is a party, the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller and its Subsidiary of the transactions contemplated hereby and thereby party have been duly authorized by all requisite corporate necessary action on the part of Seller. The execution , and delivery by each applicable Subsidiary of Seller of any Transaction Document to which such Subsidiary is a party, the performance by such Subsidiary of its obligations thereunder and the consummation by such Subsidiary of the transactions contemplated thereby have been duly authorized by all requisite corporate or no other action on the part of such SubsidiarySeller is required in connection therewith. This Agreement has been been, and each of the Transaction Documents to which Seller is a party will be, at the Closing, duly executed and delivered by Seller, and (assuming the due authorization, execution and delivery by Buyer) this Agreement constitutes a legalthe other parties hereto and thereto (other than Seller and the Seller Subsidiaries). The Transaction Documents constitute, or will when executed and delivered by Seller constitute, valid and binding obligation obligations of Seller, enforceable against Seller in accordance with its their respective terms, except as such enforceability may be limited by subject to applicable bankruptcy, reorganization, insolvency, reorganization, fraudulent conveyance, moratorium or and similar Laws Legal Requirements affecting the enforcement of creditors’ rights generally and by general principles of equity equity. The affirmative vote of the holders of a majority of all the shares of Seller Common Stock issued and outstanding on the record date set for the meeting of Seller’s stockholders to approve and adopt this Agreement (regardless such approval, the “Seller Stockholder Approval”) is the only vote of whether enforcement is sought in a proceeding at law the holders of capital stock of Seller necessary to approve this Agreement and approve the Transaction under applicable Legal Requirements and the Seller Organizational Documents. The Board of Directors of Seller has taken all necessary action so that the restrictions of Section 203 of the Delaware General Corporation Law, the Rights Agreement and any takeover, anti-takeover, moratorium, “fair price”, “control share” or in equity). At the Closing, each Transaction Document shall have been duly executed and delivered by other similar Legal Requirement enacted under any Legal Requirement applicable to Seller and/or its Subsidiaries, as applicableor any Seller Subsidiary do not, and (assuming due authorizationwill not, execution and delivery by Buyer) each such Transaction Document shall constitute a legal, valid and binding obligation of Seller and/or such Subsidiary, enforceable against Seller and/or such Subsidiary in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium apply to this Agreement or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity)the Transaction.

Authority of Seller. Seller has all necessary corporate or other power and authority to enter into this Agreement and the other Transaction Documents to which Seller is a party, to carry out its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. Each applicable Subsidiary of Seller has all necessary corporate or other power and authority to enter into the Transaction Documents to which such Subsidiary is a party, to carry out its respective obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery by Seller of this Agreement and any other Transaction Document to which Seller is a party, the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller and its Subsidiary of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite corporate action on the part of Seller. The execution Seller and delivery by each applicable Subsidiary of Seller of any Transaction Document to which such Subsidiary is a party, the performance by such Subsidiary of its obligations thereunder and the consummation by such Subsidiary of the transactions contemplated thereby have been duly authorized by all requisite corporate or no other action on the part of such SubsidiarySeller is necessary to authorize the execution and delivery by Seller of this Agreement and any Transaction Document to which Seller is a party. This Agreement has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). At the Closing, When each other Transaction Document shall have to which Seller is or will be a party has been duly executed and delivered by Seller and/or its Subsidiaries, as applicable, and (assuming due authorization, execution and delivery by Buyer) each other party thereto), such Transaction Document shall will constitute a legal, valid legal and binding obligation of Seller and/or such Subsidiary, enforceable against Seller and/or such Subsidiary it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Authority of Seller. Seller has all necessary corporate or other full power and authority to enter into execute, deliver and perform this Agreement and all of the Seller Ancillary Agreements. The execution, delivery and performance of this Agreement and the other Transaction Documents to which Seller is a party, to carry out its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. Each applicable Subsidiary of Seller has all necessary corporate or other power and authority to enter into the Transaction Documents to which such Subsidiary is a party, to carry out its respective obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery Ancillary Agreements by Seller of this Agreement and any other Transaction Document to which Seller is a party, the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller and its Subsidiary of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite corporate action on the part Seller's board of Seller. The execution directors and delivery by each applicable Subsidiary do not require any further authorization or consent of Seller of any Transaction Document to which such Subsidiary is a party, the performance by such Subsidiary of or its obligations thereunder and the consummation by such Subsidiary of the transactions contemplated thereby have been duly authorized by all requisite corporate or other action on the part of such Subsidiarystockholders. This Agreement has been duly authorized, executed and delivered by Seller, Seller and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a is the legal, valid and binding obligation of Seller, Seller enforceable against Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws affecting creditors’ rights generally and by general principles each of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). At the Closing, each Transaction Document shall have Seller Ancillary Agreements has been duly executed and delivered authorized by Seller and/or its Subsidiaries, as applicable, and (assuming due authorization, upon execution and delivery by Buyer) each such Transaction Document shall constitute Seller will be a legal, valid and binding obligation of Seller and/or such Subsidiary, enforceable against Seller and/or such Subsidiary in accordance with its terms. Except as set forth in SCHEDULE 5.16, except as such enforceability may be limited neither the execution and delivery of this Agreement or any of the Seller Ancillary Agreements or the consummation of any of the transactions contemplated hereby or thereby nor compliance with or fulfillment of the terms, conditions and provisions hereof or thereof will conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under, or result in the creation or imposition of any Encumbrance upon any of the Purchased Assets, under (1) the charter or By-laws of Seller, (2) any Seller Agreement, (3) any other material note, instrument, agreement, mortgage, lease, license, franchise, permit or other authorization, right, restriction or obligation to which Seller is a party or any of the Purchased Assets is subject or by bankruptcywhich Seller is bound, insolvency(4) any Court Order to which Seller is a party or any of the Purchased Assets is subject or by which Seller is bound, reorganizationor (5) to the actual knowledge of Seller, fraudulent conveyance, moratorium or similar any Requirements of Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law Seller or in equity)the Purchased Assets.

Authority of Seller. (a) Seller has all necessary full corporate or other power and authority to enter into this Agreement and the other Transaction Ancillary Documents to which Seller is or will be a party, to carry out its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. Each applicable Subsidiary The Board of Directors of Seller has all necessary corporate or other power recommended to the stockholders of Seller that they vote in favor of this Agreement and authority to enter into the Transaction Documents to which such Subsidiary is a partyAncillary Documents, to carry out its respective obligations thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Seller of this Agreement and any other Transaction Ancillary Document to which Seller is or will be a party, the performance by Seller of its obligations hereunder and thereunder thereunder, and the consummation by Seller and its Subsidiary of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Seller. The execution and delivery by each applicable Subsidiary of Seller of any Transaction Document to which such Subsidiary is a party, the performance by such Subsidiary of its obligations thereunder and the consummation by such Subsidiary of the transactions contemplated thereby have been duly authorized by all requisite corporate or other action on the part of such Subsidiary. This Agreement has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of Seller, Seller enforceable against Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium reorganization or other similar Laws affecting creditors’ rights generally and by general principles the availability of equity (regardless of whether enforcement equitable remedies. When each Ancillary Document to which Seller is sought in or will be a proceeding at law or in equity). At the Closing, each Transaction Document shall have party has been duly executed and delivered by Seller and/or its Subsidiaries, as applicable, and (assuming due authorization, execution and delivery by Buyer) each other party thereto), such Transaction Ancillary Document shall will constitute a legal, valid legal and binding obligation of Seller and/or such Subsidiary, enforceable against Seller and/or such Subsidiary it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium reorganization or other similar Laws affecting creditors’ rights generally and by general principles the availability of equity (regardless of whether enforcement is sought in a proceeding at law or in equity)equitable remedies.

Authority of Seller. Seller has all necessary full corporate or other power and authority to enter into this Agreement and the other Transaction Ancillary Documents to which Seller is a party, to carry out its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. Each applicable Subsidiary of Seller has all necessary corporate or other power and authority to enter into the Transaction Documents to which such Subsidiary is a party, to carry out its respective obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery by Seller of this Agreement and any other Transaction Ancillary Document to which Seller is a party, the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller and its Subsidiary of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Seller. The execution and delivery by each applicable Subsidiary of Seller of any Transaction Document to which such Subsidiary is a party, the performance by such Subsidiary of its obligations thereunder and the consummation by such Subsidiary of the transactions contemplated thereby have been duly authorized by all requisite corporate or other action on the part of such Subsidiary. This Agreement has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by BuyerBxxxx) this Agreement constitutes a legal, valid and binding obligation of Seller, Seller enforceable against Seller in accordance with its terms, except as such enforceability may . When each Ancillary Document to which Seller is or will be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). At the Closing, each Transaction Document shall have party has been duly executed and delivered by Seller and/or its Subsidiaries, as applicable, and (assuming due authorization, execution and delivery by Buyer) each other party thereto), such Transaction Ancillary Document shall will constitute a legal, valid legal and binding obligation of Seller and/or such Subsidiary, enforceable against Seller and/or such Subsidiary it in accordance with its terms, except as such enforceability may be limited by terms subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, reorganization, moratorium or and similar Laws affecting creditors’ rights generally and by subject, as to enforceability, to general principles of equity (regardless collectively, the “Enforceability Exceptions”). As of whether enforcement the date hereof, Seller has delivered to Buyer all requisite approvals for the execution, delivery and performance by Seller of this Agreement and the Ancillary Documents to which it is sought a party, and the consummation of the transactions contemplated hereby and thereby from (x) the board of directors of Seller, (y) the sole holder of the capital stock of Seller (the “Stockholder Approval”), and (z) the board of directors of Parent, in a proceeding at law each case, as required by applicable Law (including, but not limited to, any securities Laws) or in equity)the governing documents of Seller or Parent, as applicable.

Authority of Seller. Seller has all necessary corporate or other power and authority to enter into this Agreement and the other Transaction Documents to which Seller is a party, to carry out its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. Each applicable Subsidiary of Seller has all necessary corporate or other power and authority to enter into the Transaction Documents to which such Subsidiary is a party, to carry out its respective obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery by Seller of this Agreement and any other Transaction Document and, subject to which Seller is a partythe requisite approval of the shareholders of Seller, the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller and its Subsidiary of the transactions contemplated hereby and thereby have been duly authorized and validly author­ized by all requisite necessary corporate action on the part of Seller. The execution , and delivery by each applicable Subsidiary of Seller of any Transaction Document to which such Subsidiary this Agreement is a party, the performance by such Subsidiary of its obligations thereunder and the consummation by such Subsidiary of the transactions contemplated thereby have been duly authorized by all requisite corporate or other action on the part of such Subsidiary. This Agreement has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of Seller, Seller enforceable against Seller in accordance with its terms, except as such the enforceability thereof may be limited by bankruptcy, liquidation, receivership, conserva­torship, insolvency, reorganization, fraudulent conveyance, moratorium or other similar Laws laws affecting creditors’ the rights of creditors generally and by general principles equitable princi­ples and by Section 8(b)(6)(D) of equity (regardless of whether enforcement is sought in a proceeding at law or in equitythe Federal Deposit Insurance Act, 12 U.S.C. Section 1818(b)(6)(D). At Except as set forth in Seller’s Disclosure Letter, neither the Closing, each Transaction Document shall have been duly executed and delivered by Seller and/or its Subsidiaries, as applicable, and (assuming due authorization, execution and delivery by BuyerSeller of this Agreement, the consummation of the Merger or the transactions contemplated herein, nor compliance by Seller with any of the provisions hereof, will: (a) each such Transaction Document shall violate any provision of Seller’s Charter Documents; (b) constitute a legalbreach of or result in a default (or give rise to any rights of termination, valid and binding obligation cancellation or acceleration, or any right to acquire any securities or assets) under any of Seller and/or such Subsidiary, enforceable against Seller and/or such Subsidiary in accordance with its the terms, conditions or provisions of any note, bond, mortgage, indenture, franchise, license, permit, agreement, Encumbrances or other instrument or obligation to which Seller is a party, or by which Seller or any of Seller’s properties or assets is bound, if in any such circumstances, such event could have consequences materially adverse to Seller; or (c) violate any Rule applicable to Seller or any of Seller’s properties or assets. No Consent of any Governmental Entity having jurisdiction over any aspect of the business or assets of Seller, and no Consent of any Person, is required in connection with the execution and delivery by Seller of this Agreement or the consum­mation by Seller of the Merger and the transactions contemplated hereby, except (i) the approval of this Agreement and the transactions contemplated hereby by the shareholders of Seller; (ii) such approvals or notices as such enforceability may be limited required by bankruptcythe FRB, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws affecting creditors’ rights generally the Commissioner and the FDIC; (iii) the declaring effective of the S-4 by general principles the SEC and the approvals of equity all necessary blue sky administrators; and (regardless of whether enforcement is sought iv) as otherwise set forth in a proceeding at law or in equity)Seller’s Disclosure Letter.

Authority of Seller. Seller is a limited liability company duly organized and existing and in current standing in the State of Wisconsin. Seller has all necessary corporate or other power the full right and authority to enter into this Agreement and the other Transaction Documents to which Seller is a party, to carry out its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. Each applicable Subsidiary of Seller All requisite action has all necessary corporate or other power and authority to enter into the Transaction Documents to which such Subsidiary is a party, to carry out its respective obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery been taken by Seller in connection with the execution of this Agreement and any other Transaction Document to which Seller is a party, the performance by Seller of its obligations hereunder and thereunder documents referenced herein and the consummation by Seller and its Subsidiary of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action hereby. Each of the persons signing this Agreement on the part of Seller. The execution and delivery by each applicable Subsidiary behalf of Seller of any Transaction Document is authorized to which such Subsidiary is a party, the performance by such Subsidiary of its obligations thereunder and the consummation by such Subsidiary of the transactions contemplated thereby have been duly authorized by all requisite corporate or other action on the part of such Subsidiary. This Agreement has been duly executed and delivered by Sellerdo so, and (assuming due authorizationno third party consent is required for Seller to consummate the transaction contemplated hereunder. PURCHASER HEREBY AGREES THAT, execution and delivery by Buyer) this Agreement constitutes a legalIN CONNECTION WITH PURCHASING THE REAL PROPERTY, valid and binding obligation of SellerOTHER THAN SUCH WARRANTIES, enforceable against Seller in accordance with its termsPROMISES, except as such enforceability may be limited by bankruptcyGUARANTEES AND REPRESENTATIONS AS ARE EXPRESSLY SET FORTH HEREIN, insolvencyPURCHASER IS NOT RELYING UPON ANY WARRANTIES, reorganizationPROMISES, fraudulent conveyanceGUARANTEES OR REPRESENTATIONS REGARDING THE PHYSICAL CONDITION OF THE REAL PROPERTY, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity)ITS SUITABILITY FOR ANY PARTICULAR PURPOSE, OR ITS COMPLIANCE WITH ANY ZONING OR OTHER LAWS OR ORDINANCES REGULATING THE USE OF THE REAL PROPERTY, WHETHER MADE BY SELLER OR ANYONE ACTING OR CLAIMING TO ACT ON BEHALF OF SELLER IN PURCHASING THE REAL PROPERTY, AND THAT PURCHASER IS PURCHASING THE REAL PROPERTY ON AN “AS IS,” “WHERE IS” BASIS WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WHATSOEVER BEING MADE BY SELLER. At the ClosingIN THE EVENT ANY EXPRESS OR IMPLIED WARRANTIES HAVE BEEN MADE REGARDING THE REAL PROPERTY OR THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT, each Transaction Document shall have been duly executed and delivered by Seller and/or its Subsidiaries, as applicable, and (assuming due authorization, execution and delivery by Buyer) each such Transaction Document shall constitute a legal, valid and binding obligation of Seller and/or such Subsidiary, enforceable against Seller and/or such Subsidiary in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity)SELLER HEREBY DISCLAIMS AND DENIES SUCH REPRESENTATIONS OR WARRANTIES.

Authority of Seller. Each Seller has all necessary corporate or other power and authority to enter into this Agreement and the other Transaction Documents to which such Seller is a party, to carry out its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. Each applicable Subsidiary of Seller has all necessary corporate or other power and authority to enter into the Transaction Documents to which such Subsidiary is a party, to carry out its respective obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery by each Seller of this Agreement and any other Transaction Document to which such Seller is a party, the performance by such Seller of its obligations hereunder and thereunder and the consummation by such Seller and its Subsidiary of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of such Seller. The execution and delivery by each applicable Subsidiary of Seller of any Transaction Document to which such Subsidiary is a party, the performance by such Subsidiary of its obligations thereunder and the consummation by such Subsidiary of the transactions contemplated thereby have been duly authorized by all requisite corporate or other action on the part of such Subsidiary. This Agreement has been duly executed and delivered by such Seller, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). At the Closing, When each other Transaction Document shall have to which such Seller is or will be a party has been duly executed and delivered by such Seller and/or its Subsidiaries, as applicable, and (assuming due authorization, execution and delivery by Buyer) each other party thereto), such Transaction Document shall will constitute a legal, valid legal and binding obligation of such Seller and/or such Subsidiary, enforceable against Seller and/or such Subsidiary it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Authority of Seller. Seller has all necessary full corporate or other power and authority to enter into this Agreement and the other Transaction Ancillary Documents to which Seller is a party, to carry out its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. Each applicable Subsidiary of Seller has all necessary corporate or other power and authority to enter into the Transaction Documents to which such Subsidiary is a party, to carry out its respective obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery by Seller of this Agreement and any other Transaction Ancillary Document to which Seller is a party, the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller and its Subsidiary of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Seller. The execution and delivery by each applicable Subsidiary of Seller of any Transaction Document to which such Subsidiary is a party, the performance by such Subsidiary of its obligations thereunder and the consummation by such Subsidiary of the transactions contemplated thereby have been duly authorized by all requisite corporate or other action on the part of such SubsidiaryUniversity. This Agreement has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyerthe parties hereunder) this Agreement constitutes a legal, valid and binding obligation of Seller, Seller enforceable against Seller in accordance with its terms, except as such to the extent that the enforceability thereof may be limited by (a) applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, reorganization, moratorium or similar Laws or Educational Laws from time to time in effect affecting generally the enforcement of creditors’ rights generally and by remedies, and (b) general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equityclauses (a) and (b), collectively, the “Equitable Exceptions”). At the Closing, When each Transaction Ancillary Document shall have to which Seller is or will be a party has been duly executed and delivered by Seller and/or its Subsidiaries, as applicable, and (assuming due authorization, execution and delivery by Buyer) each other party thereto), such Transaction Ancillary Document shall constitute a legal, valid legal and binding obligation of Seller and/or such Subsidiary, enforceable against Seller and/or such Subsidiary it in accordance with its terms, except as such to the extent that the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity)Equitable Exceptions.

Authority of Seller. Seller has all necessary corporate full right, power and authority to ------------------- enter into this Agreement, and Seller and each Seller Affiliate has or other will have full right, power and authority to enter into each agreement, document and instrument to be executed and delivered by it pursuant to or as contemplated by this Agreement and the other Transaction Documents to which Seller is a party, to carry out its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. Each applicable Subsidiary of Seller has all necessary corporate or other power and authority thereby on its part to enter into the Transaction Documents to which such Subsidiary is a party, to carry out its respective obligations thereunder and to consummate the transactions contemplated therebybe performed. The execution execution, delivery, and delivery performance by Seller of this Agreement and any other Transaction Document to which Seller is a party, the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller and its Subsidiary the Seller Affiliates of the transactions contemplated hereby each such other agreement, document and thereby have instrument has been or will be duly authorized by all requisite necessary corporate action of Seller or such Seller Affiliate and no other corporate action on the part of Seller. The execution and delivery by each applicable Subsidiary of Seller of any Transaction Document to which or such Subsidiary Seller Affiliate is a party, the performance by such Subsidiary of its obligations thereunder and the consummation by such Subsidiary of the transactions contemplated thereby have been duly authorized by all requisite corporate or other action on the part of such Subsidiaryrequired in connection therewith. This Agreement has been duly and each agreement, document and instrument to be executed and delivered by Seller, and (assuming due authorization, execution and delivery Seller or any of the Seller Affiliates pursuant to or as contemplated by Buyer) this Agreement constitutes a legalconstitute, or will when executed and delivered constitute, valid and binding obligation obligations of SellerSeller or such Seller Affiliate, enforceable against Seller in accordance with its their respective terms, except as such enforceability may be limited subject to the application by a court of general principles of equity and to the effect of any applicable bankruptcy, insolvency, reorganization, fraudulent conveyancemoratorium, moratorium or similar Laws affecting creditors’ rights generally laws. Except as disclosed on any schedule to this Agreement, the execution, delivery and performance by Seller of this Agreement and by general principles Seller and the Seller Affiliates of equity each such other agreement, document and instrument: (regardless i) do not and will not violate any provision of whether enforcement is sought in a proceeding at law the charter or in equity). At by-laws of Seller, the ClosingSeller Affiliates, each Transaction Document shall have or the Acquired Subsidiaries; (ii) do not and will not violate any currently effective laws, rules, or regulations of the United States or any state or other jurisdiction, applicable to Seller, the Seller Affiliates, the Acquired Subsidiaries or PD or require Seller, the Seller Affiliates or the Acquired Subsidiaries or PD to obtain any approval, consent or waiver of, or make any filing with, any person or entity (governmental or otherwise) that has not been duly executed and delivered by Seller and/or its Subsidiaries, as applicable, obtained or made and (assuming due authorizationiii) do not and will not (A) conflict with or result in the breach of any of the provisions of, execution and delivery by Buyer(B) each such Transaction Document shall constitute a legaldefault under, valid and binding (C) result in the violation of, (D) give any third party the right to terminate or accelerate (including after the giving of notice or lapse of time or both) any obligation under, or (E) result in the creation of any mortgage, pledge, security interest, conditional sale or other title retention agreement, encumbrance, lien, easement, option, debt, charge, claim or restriction of any kind or nature (collectively, "Liens") upon the Acquired Stock or the ----- Acquired Assets under any indenture, mortgage, lease, loan agreement or instrument by which Seller, the Seller and/or such SubsidiaryAffiliates, enforceable against Seller and/or such Subsidiary in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium PD or similar Laws affecting creditors’ rights generally and by general principles any of equity (regardless of whether enforcement is sought in a proceeding at law the Acquired Subsidiaries are currently bound or in equity)affected.

Authority of Seller. Seller has all necessary corporate or other power and authority to enter into this Agreement and the other Transaction Documents to which Seller is a party, to carry out its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. Each applicable Subsidiary of Seller has all necessary corporate or other power and authority to enter into the Transaction Documents to which such Subsidiary is a party, to carry out its respective obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery by Seller of this Agreement and any other Transaction Document and, subject to which Seller is a partythe requisite approval of the shareholders of Seller, the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller and its Subsidiary of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite necessary corporate action on the part of Seller. The execution , and delivery by each applicable Subsidiary of Seller of any Transaction Document to which such Subsidiary this Agreement is a party, the performance by such Subsidiary of its obligations thereunder and the consummation by such Subsidiary of the transactions contemplated thereby have been duly authorized by all requisite corporate or other action on the part of such Subsidiary. This Agreement has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of Seller, Seller enforceable against Seller in accordance with its terms, except as such enforceability the enforce ability thereof may be limited by bankruptcy, liquidation, receivership, conservatorship, insolvency, reorganization, fraudulent conveyance, moratorium or other similar Laws laws affecting creditors’ the rights of creditors generally and by general equitable principles and by Section 8(b)(6)(D) of equity (regardless of whether enforcement is sought in a proceeding at law or in equitythe Federal Deposit Insurance Act, 12 USC 1818(b)(6)(D). At Except as set forth in Seller’s Disclosure Letter, neither the Closing, each Transaction Document shall have been duly executed and delivered by Seller and/or its Subsidiaries, as applicable, and (assuming due authorization, execution and delivery by BuyerSeller of this Agreement, the consummation of the Bank Merger or the transactions contemplated herein, nor compliance by Seller with any of the provisions hereof, will: (a) each such Transaction Document shall violate any provision of Seller’s Charter Documents; (b) constitute a legalbreach of or result in a default (or give rise to any rights of termination, valid and binding obligation cancellation or acceleration, or any right to acquire any securities or assets) under any of Seller and/or such Subsidiary, enforceable against Seller and/or such Subsidiary in accordance with its the terms, conditions or provisions of any note, bond, mortgage, indenture, franchise, license, permit, agreement, Encumbrances or other instrument or obligation to which Seller is a party, or by which Seller or any of Seller’s properties or assets is bound, if in any such circumstances, such event could have consequences materially adverse to Seller; or (c) violate any Rule applicable to Seller or any of Seller’s properties or assets. No Consent of any Governmental Entity having jurisdiction over any aspect of the business or assets of Seller, and no Consent of any Person, is required in connection with the execution and delivery by Seller of this Agreement or the consummation by Seller of the Bank Merger and the transactions contemplated hereby, except (i) the approval of this Agreement and the transactions contemplated hereby by the shareholders of Seller; (ii) such approvals or notices as such enforceability may be limited required by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws affecting creditors’ rights generally the FRB and the OCC; (iii) the declaring effective of the S-4 by general principles the SEC and the approvals of equity all necessary blue sky administrators; and (regardless of whether enforcement is sought iv) as otherwise set forth in a proceeding at law or in equity)Seller’s Disclosure Letter.

Authority of Seller. Each Seller has all necessary full corporate or other power and authority to enter into this Agreement and the other Transaction Documents to which such Seller is a party, to carry out its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. Each applicable Subsidiary of Seller has all necessary corporate or other power and authority to enter into the Transaction Documents to which such Subsidiary is a party, to carry out its respective obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery by each Seller of this Agreement and any other Transaction Document Documents to which such Seller is a party, the performance by such Seller of its obligations hereunder and thereunder and the consummation by such Seller and its Subsidiary of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of such Seller. The execution and delivery by each applicable Subsidiary of Seller of any Transaction Document to which such Subsidiary is a party, the performance by such Subsidiary of its obligations thereunder and the consummation by such Subsidiary of the transactions contemplated thereby have been duly authorized by all requisite corporate or other action on the part of such Subsidiary. This Agreement has been duly executed and delivered by each Seller, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of Seller, such Seller enforceable against such Seller in accordance with its terms, except as such enforceability may be limited by to the extent that enforcement of the rights and remedies created thereby is subject to bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or and other similar Laws laws of general application affecting creditors’ the rights generally and by remedies of creditors and to general principles of equity (regardless of whether enforcement enforceability is sought considered in a proceeding in equity or at law or in equitylaw). At the Closing, When each Transaction Document shall have to which a Seller is or will be a party has been duly executed and delivered by such Seller and/or its Subsidiaries, as applicable, and (assuming due authorization, execution and delivery by Buyer) each other party thereto), such Transaction Document shall will constitute a legal, valid legal and binding obligation of such Seller and/or such Subsidiary, enforceable against Seller and/or such Subsidiary it in accordance with its terms, except as such enforceability may be limited by to the extent that enforcement of the rights and remedies created thereby is subject to bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or and other similar Laws laws of general application affecting creditors’ the rights generally and by remedies of creditors and to general principles of equity (regardless of whether enforcement enforceability is sought considered in a proceeding in equity or at law or in equitylaw).

Authority of Seller. Seller has all necessary full corporate or other power and authority to enter into this Agreement and the other Transaction Documents to which Seller is a party, to carry out its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. Each applicable Subsidiary of Seller has all necessary corporate or other power and authority to enter into the Transaction Documents to which such Subsidiary is a party, to carry out its respective obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery by Seller of this Agreement and any other Transaction Document to which Seller is a party, the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller and its Subsidiary of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Seller. The execution and delivery by each applicable Subsidiary of Seller of any Transaction Document to which such Subsidiary is a party, the performance by such Subsidiary of its obligations thereunder and the consummation by such Subsidiary of the transactions contemplated thereby have been duly authorized by all requisite corporate or other action on the part of such Subsidiary. This Agreement has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of Seller, Seller enforceable against Seller in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, moratorium or similar Laws other laws of general application related to or affecting creditors’ the enforcement of creditor's rights generally and or as limited by general principles laws relating to the availability of equity (regardless of whether enforcement is sought in a proceeding at law specific performance, injunctive relief, or in equity)other equitable remedies. At the Closing, When each other Transaction Document shall have to which Seller is or will be a party has been duly executed and delivered by Seller and/or its Subsidiaries, as applicable, and (assuming due authorization, execution and delivery by Buyer) each other party thereto), such Transaction Document shall will constitute a legal, valid legal and binding obligation of Seller and/or such Subsidiary, enforceable against Seller and/or such Subsidiary it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, moratorium or similar Laws other laws of general application related to or affecting creditors’ the enforcement of creditor's rights generally and or as limited by general principles laws relating to the availability of equity (regardless of whether enforcement is sought in a proceeding at law specific performance, injunctive relief, or in equity)other equitable remedies.

Authority of Seller. Seller has all necessary corporate or other power and authority and has taken all actions necessary to enter into this Agreement and the other Transaction Documents to which Seller is a party, Ancillary Agreements and to carry out its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. Each applicable Subsidiary of Seller has taken all necessary corporate action required by Law, its Bylaws, Articles of Incorporation or other power otherwise to be taken by it to duly and authority to enter into validly authorize the Transaction Documents to which such Subsidiary is a party, to carry out its respective obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery by Seller of this Agreement and any other Transaction Document to which the Seller is a party, the performance by Seller of its obligations hereunder and thereunder Ancillary Agreements and the consummation by Seller and its Subsidiary of the transactions contemplated hereby and thereby have been duly authorized by all requisite thereby, and no other corporate action proceedings on the part of Seller. The execution and delivery by each applicable Subsidiary of Seller of any Transaction Document or its shareholders is necessary to which such Subsidiary is a party, the performance by such Subsidiary of its obligations thereunder and the consummation by such Subsidiary of consummate the transactions contemplated thereby have been duly authorized by all requisite corporate hereby or other action on the part of such Subsidiarythereby. This Agreement has been duly executed and delivered by Sellervalidly authorized, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). At the Closing, each Transaction Document shall have been duly executed and delivered by Seller and/or its Subsidiariesand, as applicable, when executed and (assuming due authorization, execution and delivery delivered by Buyer) each such Transaction Document shall , will constitute a legal, valid and binding obligation of Seller and/or such Subsidiary, enforceable against Seller and/or such Subsidiary it in accordance with its terms, and each of the Seller Ancillary Agreements has been duly authorized by Seller and upon execution and delivery by Seller will constitute a legal, valid and binding obligation of Seller enforceable against it in accordance with its terms, in each case except (a) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws and other laws of general application affecting enforcement of creditors’ rights generally generally, and (b) as limited by general principles laws relating to the availability of equity (regardless specific performance, injunctive relief or other equitable remedies. **Portions of whether enforcement is sought in a proceeding at law or in equity)the Exhibit have been omitted and have been filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

Authority of Seller. Such Seller has all necessary corporate or other full power and authority to enter into this Agreement and the other Transaction Documents to which such Seller is a party, to carry out its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. Each applicable Subsidiary of Seller has all necessary corporate or other power and authority to enter into the Transaction Documents to which such Subsidiary is a party, to carry out its respective obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery by such Seller of this Agreement and any other Transaction Document to which such Seller is a party, the performance by such Seller of its obligations hereunder and thereunder and the consummation by such Seller and its Subsidiary of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Seller. The execution and delivery by each applicable Subsidiary of Seller of any Transaction Document to which such Subsidiary is a party, the performance by such Subsidiary of its obligations thereunder and the consummation by such Subsidiary of the transactions contemplated thereby have been duly authorized by all requisite corporate or other trust action on the part of such SubsidiarySeller. This Agreement has been duly executed and delivered by such Seller, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of Seller, such Seller enforceable against such Seller in accordance with its terms, except as that (a) such enforceability enforcement may be limited by subject to any bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyancetransfer or other laws, moratorium now or similar Laws affecting hereafter in effect, relating to or limiting creditors’ rights generally and by general principles (b) the remedy of equity (regardless specific performance and injunctive and other forms of whether enforcement is sought in a equitable relief, may be subject to equitable defenses and to the discretion of the court before which any proceeding at law or in equity)therefor may be brought. At the Closing, When each other Transaction Document shall have to which such Seller is or will be a party has been duly executed and delivered by such Seller and/or its Subsidiaries, as applicable, and (assuming due authorization, execution and delivery by Buyer) each other party thereto), such Transaction Document shall will constitute a legal, valid legal and binding obligation of such Seller and/or such Subsidiary, enforceable against Seller and/or such Subsidiary it in accordance with its terms, except as that (i) such enforceability enforcement may be limited by subject to any bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyancetransfer or other laws, moratorium now or similar Laws affecting hereafter in effect, relating to or limiting creditors’ rights generally and by general principles (ii) the remedy of equity (regardless specific performance and injunctive and other forms of whether enforcement is sought in a equitable relief, may be subject to equitable defenses and to the discretion of the court before which any proceeding at law or in equity)therefor may be brought.