Common use of Corporate Authority and Action Clause in Contracts

Corporate Authority and Action. Seller has full right, power and authority to sell, convey, assign, transfer and deliver the Assets and the Assumed Liabilities to Purchaser and to otherwise fully perform Seller's obligations under this Agreement, subject however to (i) Seller’s receipt of and compliance with all required regulatory approvals and (ii) compliance by Purchaser with all of its obligations under this Agreement. Seller has full right, power and authority to execute and deliver this Agreement and each of the documents and instruments contemplated hereby. This Agreement, and each such other document and instrument, constitutes a valid and binding obligation of Seller enforceable against Seller in accordance with its terms except as the same may be limited by bankruptcy, insolvency, reorganization, or other laws relating to or affecting the enforcement of creditors' rights including, without limitation, the avoidance powers of the FDIC pursuant to the Federal Deposit Insurance Act and except as courts of equity may limit certain remedies such as specific performance. This Agreement and the transactions contemplated hereby have been approved by the Board of Directors of Seller and, except as set forth herein, no other corporate or member action is required on the part of Seller relating to this Agreement and the transactions contemplated hereby.

Corporate Authority and Action. Seller Purchaser has full right, power and authority to sell, convey, assign, transfer and deliver acquire the Assets and assume the Assumed Liabilities to Purchaser from Seller and to otherwise fully perform SellerPurchaser's obligations under this Agreement, subject however however, to (i) SellerPurchaser’s receipt of and compliance with all required regulatory approvals and (ii) compliance by Purchaser Seller with all of its obligations under this Agreement. Seller Purchaser has full right, power and authority to execute and deliver this Agreement and each of the documents and instruments contemplated hereby. This Agreement, and each such other document and instrument, constitutes a valid and binding obligation of Seller Purchaser enforceable against Seller Purchaser in accordance with its terms except as the same may be limited by bankruptcy, insolvency, reorganization, or other laws relating to or affecting the enforcement of creditors' rights including, without limitation, the avoidance powers of the FDIC pursuant to the Federal Deposit Insurance Act and except as courts of equity may limit certain remedies such as specific performance. This Agreement and the transactions contemplated hereby have been approved by the Board of Directors of Seller Purchaser and, except as set forth herein, no other corporate or member shareholder action is required on the part of Seller Purchaser relating to this Agreement and the transactions contemplated hereby.

Corporate Authority and Action. Seller Purchaser has full right, power and authority to sell, convey, assign, transfer and deliver acquire the Assets and assume the Assumed Liabilities to Purchaser from Seller and to otherwise fully perform Seller's Purchaser’s obligations under this Agreement, subject however however, to (i) SellerPurchaser’s receipt of and compliance with all required regulatory approvals and (ii) compliance by Purchaser Seller with all of its obligations under this Agreement. Seller Purchaser has full right, power and authority to execute and deliver this Agreement and each of the documents and instruments contemplated hereby. This Agreement, and each such other document and instrument, constitutes a valid and binding obligation of Seller Purchaser enforceable against Seller Purchaser in accordance with its terms except as the same may be limited by bankruptcy, insolvency, reorganization, or other laws relating to or affecting the enforcement of creditors' ’ rights including, without limitation, the avoidance powers of the FDIC pursuant to the Federal Deposit Insurance Act and except as courts of equity may limit certain remedies such as specific performance. This Agreement and the transactions contemplated hereby have been approved by the Board of Directors of Seller Purchaser and, except as set forth herein, no other corporate or member shareholder action is required on the part of Seller Purchaser relating to this Agreement and the transactions contemplated hereby.

Corporate Authority and Action. Seller has full right, power and authority to sell, convey, assign, transfer and deliver the Assets and the Assumed Liabilities to Purchaser and to otherwise fully perform Seller's obligations under this Agreement, subject however to (i) Seller’s 's receipt of and compliance with all required regulatory approvals approvals, (ii) any required third party consent to the assignment of the Leased Real Property, and (iiiii) compliance by Purchaser with all of its obligations under this Agreement. Seller has full right, power and authority to execute and deliver this Agreement and each of the documents and instruments contemplated hereby. This Agreement, and each such other document and instrument, constitutes a valid and binding obligation of Seller enforceable against Seller in accordance with its terms except as the same may be limited by bankruptcy, insolvency, reorganization, or other laws relating to or affecting the enforcement of creditors' rights including, without limitation, the avoidance powers of the FDIC pursuant to the Federal Deposit Insurance Act and except as courts of equity may limit certain remedies such as specific performance. This Agreement and the transactions contemplated hereby have been approved by the Board of Directors of Seller and, except as set forth herein, and no other corporate or member action is required on the part of Seller relating to this Agreement and the transactions contemplated hereby.

Corporate Authority and Action. Seller has full right, corporate power and authority to sell, convey, assign, transfer and deliver the Assets and the Assumed Liabilities to Purchaser and to otherwise fully perform Seller's ’s obligations under this Agreement, subject however to (i) Seller’s receipt of and compliance with all required regulatory approvals approvals, and (ii) compliance by Purchaser with all of its obligations under this Agreement. Seller has full right, power and authority to execute and deliver this Agreement and each of the documents and instruments contemplated hereby. This Agreement, and each such other document and instrument, constitutes a valid and binding obligation of Seller enforceable against Seller in accordance with its terms except as the same may be limited by bankruptcy, insolvency, reorganization, or other laws relating to or affecting the enforcement of creditors' ’ rights including, without limitation, the avoidance powers of the FDIC pursuant to the Federal Deposit Insurance Act and except as courts of equity may limit certain remedies such as specific performance. This Agreement and the transactions contemplated hereby have been approved by the Board of Directors of Seller and, except as set forth herein, no other corporate or member action is required on the part of Seller relating to this Agreement and the transactions contemplated hereby.