Common use of Corporate Authority and Action Clause in Contracts

Corporate Authority and Action. Purchaser has full right, power and authority to acquire the Assets and assume the Assumed Liabilities from Seller and to otherwise fully perform Purchaser's obligations under this Agreement, subject however, (i) Purchaser's receipt of all required regulatory approvals and (ii) compliance by Seller with all of its obligations under this Agreement. 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 Purchaser enforceable 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 Purchaser and no other corporate or shareholder action is required on the part of Purchaser relating to this Agreement and the transactions contemplated hereby.

Corporate Authority and Action. Purchaser Seller has full right, power and authority to acquire sell, convey, assign, transfer and deliver the Assets and assume the Assumed Liabilities from Seller to Purchaser and to otherwise fully perform PurchaserSeller's obligations under this Agreement, subject however, however to (i) PurchaserSeller's receipt of all required regulatory approvals and (ii) compliance by Seller Purchaser with all of its obligations under this Agreement. Purchaser 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 Purchaser Seller enforceable 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 Purchaser Seller and no other corporate or shareholder member action is required on the part of Purchaser Seller relating to this Agreement and the transactions contemplated hereby.

Corporate Authority and Action. Purchaser Seller has full right, power and authority to acquire sell, convey, assign, transfer and deliver the Assets and assume the Assumed Liabilities from Seller to Purchaser and to otherwise fully perform PurchaserSeller's obligations under this Agreement, subject however, however to (i) Purchaser's Seller’s receipt of all required regulatory approvals and (ii) compliance by Seller Purchaser with all of its obligations under this Agreement. Purchaser 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 Purchaser Seller enforceable 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 Purchaser Seller and no other corporate or shareholder member action is required on the part of Purchaser Seller relating to this Agreement and the transactions contemplated hereby.

Corporate Authority and Action. Purchaser has full right, power and authority to acquire the Assets and assume the Assumed Liabilities from Seller and to otherwise fully perform Purchaser's obligations under this Agreement, subject however, to (i) Purchaser's ’s receipt of all required regulatory approvals and (ii) compliance by Seller with all of its obligations under this Agreement. 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 Purchaser enforceable 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 Purchaser and no other corporate or shareholder action is required on the part of Purchaser relating to this Agreement and the transactions contemplated hereby.