Common use of Authority to Execute and Perform Agreements Clause in Contracts

Authority to Execute and Perform Agreements. (A) FI has full corporate power and authority required to enter into, execute and deliver this Agreement and any other agreement contemplated hereby and to perform fully FI's obligations hereunder and thereunder. (B) The execution and delivery by FI of this Agreement and any other agreement contemplated hereby and the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate and, if necessary, stockholder action. (C) No other corporate proceedings on the part of FI are necessary to authorize this Agreement and any other agreement contemplated hereby or to consummate the transactions contemplated hereby and thereby. (D) This Agreement has been duly executed and delivered by FI and constitutes the valid and binding obligation of FI, enforceable against FI in accordance with its terms. (E) The execution and delivery of this Agreement and any agreement contemplated hereby, the consummation of the transactions contemplated hereby and thereby, and the performance by FI of this Agreement in accordance with its terms and conditions will not 1) conflict with or result in the breach or violation of any of the terms or conditions of the Articles of Incorporation or Bylaws of FI; 2) violate any statute, regulation, order, judgment or decree of any court or governmental or regulatory body applicable to FI or any of its properties or assets; or 3) require notice to or the consent of any party to or result in a violation or breach of, constitute (with or without due notice or lapse of time or both) a default under, or give any party the right to terminate or accelerate the performance of the obligations of FI with respect to the terms, provisions or conditions of any indenture, agreement or other instrument to which FI is a party or by which FI or any of its properties or assets are bound.

Authority to Execute and Perform Agreements. (A) FI The Seller has the full corporate legal right and power and all authority and approval required to enter into, execute and deliver this Agreement and any other agreement contemplated hereby and to perform fully FIthe Seller's respective obligations hereunder and thereunderhereunder. (B) The execution and delivery by FI of this Agreement and any other agreement contemplated hereby and the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate and, if necessary, stockholder action. (C) No other corporate proceedings on the part of FI are necessary to authorize this Agreement and any other agreement contemplated hereby or to consummate the transactions contemplated hereby and thereby. (D) This Agreement has been duly executed and delivered by FI and constitutes is the valid and binding obligation of FI, the Seller enforceable against FI in accordance with its terms, except as may be limited by bankruptcy, moratorium, reorganization, insolvency or other similar laws now or hereafter in effect generally affecting the enforcement of creditors’ rights. No approval or consent of any foreign, federal, state, county, local or other governmental or regulatory body, and (Eexcept as otherwise specified in this Agreement or any Schedule hereto) The no approval or consent of any other person is required in connection with the execution and delivery by the respective Seller of this Agreement and any agreement the consummation and performance by the Seller of the transactions contemplated herebyherein. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby and thereby, and the performance by FI of this Agreement in accordance with its terms and conditions will not 1) violate, conflict with or otherwise result in the breach or violation of any of the terms or and conditions of the Articles of Incorporation or Bylaws of FI; 2) violate any statute, regulation, order, judgment or decree of any court or governmental or regulatory body applicable to FI or any of its properties or assets; or 3) require notice to or the consent of any party to or result in a violation or breach of, or constitute (or with or without due notice or lapse of time or bothboth would constitute) a default underunder (1) the Articles of Incorporation, operating agreement or give any party the right to terminate or accelerate the performance bylaws of the obligations of FI with respect to the termsSeller; (2) any material instrument, provisions or conditions of any indenture, agreement contract or other instrument agreement to which FI the Seller is a party or by or to which FI it or any of its or their material assets or properties is bound or subject; or (3) any statute or any regulation, order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against or binding upon or applicable to the Seller or upon the securities, properties or assets are boundbusiness of the Seller.

Authority to Execute and Perform Agreements. (A) FI HNEF has full corporate power and authority required to enter into, execute and deliver this Agreement and any other agreement contemplated hereby and to perform fully FIHNEF's obligations hereunder and thereunder. (B) The execution and delivery by FI HNEF of this Agreement and any other agreement contemplated hereby and the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate and, if necessary, stockholder action. (C) No other corporate proceedings on the part of FI HNEF are necessary to authorize this Agreement and any other agreement contemplated hereby or to consummate the transactions contemplated hereby and thereby. (D) This Agreement has been duly executed and delivered by FI HNEF and constitutes the valid and binding obligation of FIHNEF, enforceable against FI HNEF in accordance with its terms. (E) The execution and delivery of this Agreement and any agreement contemplated hereby, the consummation of the transactions contemplated hereby and thereby, and the performance by FI HNEF of this Agreement in accordance with its terms and conditions will not 1) conflict with or result in the breach or violation of any of the terms or conditions of the Articles of Incorporation or Bylaws of FIHNEF; 2) violate any statute, regulation, order, judgment or decree of any court or governmental or regulatory body applicable to FI HNEF or any of its properties or assets; or 3) require notice to or the consent of any party to or result in a violation or breach of, constitute (with or without due notice or lapse of time or both) a default under, or give any party the right to terminate or accelerate the performance of the obligations of FI HNEF with respect to the terms, provisions or conditions of any indenture, agreement or other instrument to which FI HNEF is a party or by which FI HNEF or any of its properties or assets are bound.