Common use of Authorization of Agreement; No Conflicts Clause in Contracts

Authorization of Agreement; No Conflicts. The execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Purchaser. This Agreement has been duly executed and delivered by Purchaser and constitutes a valid and binding obligation of Purchaser, enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting the rights of creditors generally and by general equitable principles. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby do not and will not conflict with, or result in any violation of or default under, any provision of the Articles of Organization or Operating Agreement of Purchaser or, except for the necessity of obtaining the Requisite Regulatory Approvals, any mortgage, indenture, lease, agreement or other instrument or any permit, concession, grant, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Purchaser or its properties. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required in connection with the execution and delivery of this Agreement by Purchaser or the consummation by it of the transactions contemplated hereby, except for filings required in order to obtain the Requisite Regulatory Approvals. Licenses and Permits. To Purchaser's knowledge, Purchaser has all licenses, certificates, franchises, rights and permits that are necessary from Governmental Entities for the conduct of its business, and such licenses are in full force and effect. To Purchaser's knowledge, the properties, assets, operations and business of Purchaser are and have been maintained and conducted, in all material respects, in compliance with all applicable licenses, zoning variances, certificates, franchises, rights and permits.

Authorization of Agreement; No Conflicts. (a) The execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Purchaser. This Agreement has been duly executed and delivered by Purchaser and constitutes a valid and binding obligation of Purchaser, enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting the rights of creditors generally and by general equitable principles. . (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby do not and will not conflict with, or result in any violation of or default under, any provision of the Articles of Organization Incorporation or Operating Agreement bylaws of Purchaser or, except for the necessity of obtaining the Requisite Regulatory Approvals, any mortgage, indenture, lease, agreement or other instrument or any permit, concession, grant, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Purchaser or its properties. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required in connection with the execution and delivery of this Agreement by Purchaser or the consummation by it of the transactions contemplated hereby, except for filings required in order to obtain the Requisite Regulatory Approvals. Licenses and Permits. To Purchaser's knowledge, Purchaser has all licenses, certificates, franchises, rights and permits that are necessary from Governmental Entities for the conduct of its business, and such licenses are in full force and effect. To Purchaser's knowledge, the properties, assets, operations and business of Purchaser are and have been maintained and conducted, in all material respects, in compliance with all applicable licenses, zoning variances, certificates, franchises, rights and permits.

Authorization of Agreement; No Conflicts. (a) The execution and delivery of this Agreement, Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Purchasereach of Seller and the Bank. This Agreement has been duly executed and delivered by Purchaser Seller and constitutes a valid and binding obligation of PurchaserSeller, enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting the rights of creditors generally and by general equitable principles. . (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby do not and will not conflict with, or result in any violation of or default under, any provision of the Articles of Organization Incorporation, bylaws or Operating Agreement other constituent documents of Purchaser the Seller or the Bank or, except for the necessity of obtaining the Requisite Regulatory Approvals, any mortgage, indenture, lease, agreement or other instrument or any permit, concession, grant, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Purchaser the Seller or its the Bank or their respective properties. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required in connection with the execution and delivery of this Agreement by Purchaser Seller or the consummation by it of the transactions contemplated hereby, except for (i) filings required in order to obtain the Requisite Regulatory Approvals. Licenses ; and Permits. To Purchaser's knowledge, Purchaser has all licenses, certificates, franchises, rights and permits that are necessary from Governmental Entities for (ii) any approval or filings the conduct absence of its business, and such licenses are in full force and effect. To Purchaser's knowledge, which would not reasonably be expected to have a Material Adverse Effect on the properties, assets, operations and business Bank or materially impair the ability of Purchaser are and have been maintained and conducted, in all material respects, in compliance with all applicable licenses, zoning variances, certificates, franchises, rights and permitsSeller or the Bank to consummate the transactions contemplated by this Agreement.

Authorization of Agreement; No Conflicts. 3.2.1 The execution and delivery of this Agreement, the issuance of the Subordinated Debt Note by PRIVATE, and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of PurchaserPRIVATE. This Agreement has been duly executed and delivered by Purchaser PRIVATE and constitutes a valid and binding obligation of PurchaserPRIVATE, enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting the rights of creditors generally and Delaware corporations or bank holding companies and, in any case, by general equitable principles. . 3.2.2 The execution and delivery of this Agreement Agreement, the issuance of the Subordinated Debt Note, and the consummation of the transactions contemplated hereby do not and will not conflict with, or result in any violation of or default or loss of a material benefit under, any provision of the Articles Certificate of Organization Incorporation or Operating Agreement bylaws of Purchaser PRIVATE or, except for the necessity of obtaining the Requisite Regulatory Approvals, any mortgage, indenture, lease, agreement or other instrument or any permit, concession, grant, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Purchaser PRIVATE or its respective properties. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity governmental authority is required in connection with the execution and delivery of this Agreement by Purchaser PRIVATE or the consummation by it of the transactions contemplated hereby, except for (a) filings required in order to obtain the Requisite Regulatory Approvals. Licenses , and Permits. To Purchaser's knowledge, Purchaser has all licenses, certificates, franchises, rights and permits that are necessary from Governmental Entities (b) any other governmental approval required for the conduct execution and delivery of its business, and such licenses are in full force and effect. To Purchaser's knowledge, the properties, assets, operations and business of Purchaser are and have been maintained and conducted, in all material respects, in compliance with all applicable licenses, zoning variances, certificates, franchises, rights and permitsthis Agreement.