Authorization, Execution and Delivery; Agreement Not in Breach Sample Clauses

Authorization, Execution and Delivery; Agreement Not in Breach. (a) BankFirst has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the consummation of the proposed transactions have been duly authorized by a unanimous vote of the entire Board of Directors of BankFirst and, except for the approval of the sole Shareholder of BankFirst, no other corporate proceedings on the part of BankFirst are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby. This Agreement and all other agreements and instruments herein contemplated to be executed by BankFirst have been (or upon execution will have been) duly executed and delivered by BankFirst and constitute (or upon execution will constitute) legal, valid and enforceable obligations of BankFirst, subject, as to enforceability, to applicable bankruptcy, insolvency, receivership, conservatorship, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and to the application of equitable principles and judicial discretion. (b) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and thereby, and the fulfillment of the terms hereof and thereof will not result in a violation or breach of any of the material terms or provisions of, or constitute a default under (or an event which, with the passage of time or the giving of notice, or both, would constitute a default under), or conflict with, or permit the acceleration of, any obligation under any mortgage, lease, covenant, agreement, indenture or other instrument to which BankFirst or the BankFirst Subsidiary is a party or by which BankFirst or the BankFirst Subsidiary is bound; the Charter or Bylaws of BankFirst; or any judgment, decree, order, regulatory letter of understanding or award of any court, governmental body, authority or arbitrator by which BankFirst or the BankFirst Subsidiary is bound; or any material permit, concession, grant, franchise, license, law, statute, ordinance, rule or regulation applicable to BankFirst or the BankFirst Subsidiary or the properties of any of them; or result in the creation of any material lien, claim, security interest, encumbrance, charge, restriction or right of any third party of any kind whatsoever upon the properties or assets of BankFirst or the BankFirst Subsidiary.