Common use of Authority Relative to the Agreement Clause in Contracts

Authority Relative to the Agreement. Seller has all necessary corporate power and authority to execute, deliver and perform this Agreement and the Ancillary Agreements and to consummate the transactions contemplated by this Agreement and the Ancillary Agreements. This Agreement has been duly and validly executed and delivered by Seller, and, assuming the due authorization, execution and delivery of this Agreement by Purchaser, will constitute a valid, legal and binding agreement of Seller, enforceable against Seller in accordance with its terms, and each Ancillary Agreement when executed and delivered by Seller, and, assuming the due authorization, execution and delivery of each such Ancillary Agreement, by Purchaser, will constitute, a valid, legal and binding agreement of Seller, subject to the effect of any applicable Laws relating to bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or preferential transfers, or similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity (the “Enforceability Exceptions”). Except for votes or approvals that have been obtained as of the date hereof, no vote or other approval of the equityholders of Seller is required in connection with the execution, delivery or performance of this Agreement and the Ancillary Agreements or to consummate the transactions contemplated by this Agreement and the Ancillary Agreements in accordance with the terms hereof and thereof, whether by reason of applicable Law, the organizational documents of Seller, the rules or requirements of any securities exchange, or otherwise. Seller has taken (or, in the case of the Ancillary Agreements to be entered into after the date hereof, shall take) all corporate or similar action necessary to execute, deliver and perform this Agreement and the Ancillary Agreements to which it is, or will be a party and to consummate the transactions contemplated by this Agreement and the Ancillary Agreements.

Authority Relative to the Agreement. Seller has and each of the applicable Seller Subsidiaries have all necessary corporate company power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated by this Agreement and the Ancillary Agreements and to consummate the transactions contemplated by this Agreement and the Ancillary Agreements. This Agreement has been duly and validly executed and delivered by Seller, and, assuming the due authorization, execution and delivery of this Agreement by Purchaser, will constitute a valid, legal and binding agreement of Seller, enforceable against Seller in accordance with its terms, and each Ancillary Agreement when executed and delivered by Seller, and, assuming the due authorization, execution and delivery of each such Ancillary Agreement, by Purchaser, will constitute, a valid, legal and binding agreement of Seller, subject to the effect of any applicable Laws relating to bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or preferential transfers, or similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity (the “Enforceability Exceptions”). Except for votes or approvals that have been obtained as of the date hereof, no No vote or other approval of the equityholders of Seller is required in connection with the execution, delivery or performance of this Agreement and the Ancillary Agreements or to consummate the transactions contemplated by this Agreement and the Ancillary Agreements in accordance with the terms hereof and thereof, whether by reason of applicable Law, the organizational documents of Seller, the rules or requirements of any securities exchange, or otherwise. This Agreement has been duly and validly executed and delivered by Seller has taken (orand each of the applicable Seller Subsidiaries, and, assuming the due authorization, execution and delivery of this Agreement by Purchaser, constitutes a valid, legal and binding agreement of Seller and each of the applicable Seller Subsidiaries, enforceable against Seller and the applicable Seller Subsidiaries, as applicable, in accordance with its terms, subject to the case effect of any applicable Laws relating to bankruptcy, reorganization, insolvency, moratorium, or similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity (the “Enforceability Exceptions”). At the Closing, Seller and each of the Ancillary Agreements to be entered into after the date hereof, shall take) applicable Seller Subsidiaries will have all necessary corporate or similar action necessary power and authority to execute, deliver and perform this each Ancillary Agreement and in accordance with the terms thereof. At the Closing, each Ancillary Agreements to which it is, or Agreement will be duly and validly executed and delivered by Seller and each of the Seller Subsidiaries, and, assuming the due authorization, execution and delivery of each such Ancillary Agreement by Purchaser, will constitute, a party valid, legal and binding agreement of Seller and each of the applicable Seller Subsidiaries, enforceable against Seller and each of the Seller Subsidiaries in accordance with the terms thereof, subject to consummate the transactions contemplated by this Agreement and the Ancillary AgreementsEnforceability Exceptions.

Authority Relative to the Agreement. Seller University has all necessary full corporate power and authority authority, and, except for the approval by University's shareholders and the appropriate regulatory authorities, no further proceedings on the part of University are necessary, to execute, execute and deliver and perform this Agreement and the Ancillary Agreements and to consummate the transactions contemplated hereby, all of which have been duly and validly authorized by its Board of Directors. The Bank has full corporate power and authority, and, except for the approval of the appropriate regulatory authorities, no further proceedings on the part of the Bank are necessary for the Bank to execute and deliver the Bank Merger Agreement and to consummate the transactions contemplated thereby, all of which have been duly and validly authorized by the Bank's Board of Directors. Each of the Shareholders has full power and authority, and, except for the appropriate regulatory authorities, no further proceedings on the part of the Shareholders are necessary, to execute and deliver this Agreement and to consummate the Ancillary Agreementstransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by SellerUniversity and the Shareholders and is a duly authorized, and, assuming the due authorization, execution and delivery of this Agreement by Purchaser, will constitute a valid, legal legally binding and binding agreement enforceable obligation of Seller, enforceable against Seller in accordance with its terms, University and each Ancillary Agreement when executed and delivered by Seller, and, assuming the due authorization, execution and delivery of each such Ancillary Agreement, by Purchaser, will constitute, a valid, legal and binding agreement of SellerShareholders, subject to the effect of any applicable Laws relating to bankruptcy, insolvency, reorganization, insolvency, moratorium, fraudulent conveyance or preferential transfers, or other similar Laws laws relating to or affecting creditors’ ' rights generally and general equitable principles, and subject, as with respect to enforceabilityUniversity, to the effect of general principles of equity (the “Enforceability Exceptions”). Except for votes or such shareholder approvals that have been obtained as of the date hereof, no vote or other and such approval of the equityholders of Seller is regulatory agencies and other governmental authorities having authority over University as may be required in connection with the by statute or regulation. The execution, delivery or and performance of this Agreement and the Ancillary Agreements or to consummate consummation of the transactions contemplated by this Agreement and the Ancillary Agreements in accordance with the terms hereof and thereof, whether by reason of applicable Law, the organizational documents of Seller, the rules or requirements of any securities exchangehereby will not conflict with, or otherwise. Seller has taken (or, result in any violation or breach of or default under the case respective Articles of Incorporation or Association or Bylaws of University or the Ancillary Agreements to be entered into after the date hereof, shall take) all corporate or similar action necessary to execute, deliver and perform this Agreement and the Ancillary Agreements to which it is, or will be a party and to consummate the transactions contemplated by this Agreement and the Ancillary AgreementsBank.