Common use of Corporate Authority; Authorized and Effective Agreement Clause in Contracts

Corporate Authority; Authorized and Effective Agreement. This Agreement and the transactions contemplated hereby have been authorized by all necessary corporate action of Purchaser and the Purchaser Board prior to the date hereof and no shareholder approval is required on the part of Purchaser. The Agreement to Merge, when executed by Purchaser Bank, shall have been approved by the Board of Directors of Purchaser Bank and by Purchaser, as the sole shareholder of Purchaser Bank. This Agreement is a valid and legally binding agreement of Purchaser, enforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors rights or by general equity principles).

Corporate Authority; Authorized and Effective Agreement. This Agreement and the transactions contemplated hereby have been authorized by all necessary corporate action of Purchaser Customers and the Purchaser Customers Board prior to the date hereof and no shareholder stockholder approval is required on the part of PurchaserCustomers. The Agreement to Merge, when executed by Purchaser Customers Bank, shall have been approved by the Board of Directors of Purchaser Customers Bank and by PurchaserCustomers, as the sole shareholder stockholder of Purchaser Customers Bank. This Agreement is a valid and legally binding agreement of PurchaserCustomers, enforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws Laws of general applicability relating to or affecting creditors creditors’ rights or by general equity principles).