Common use of Corporate Authority; No Violation Clause in Contracts

Corporate Authority; No Violation. (a) Seller has the corporate power and authority to execute and deliver this Agreement and any documents, agreements or instruments to be executed by Seller pursuant to this Agreement, and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and any documents, agreements or instruments to be executed by Seller pursuant to this Agreement, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action on the part of Seller, and no further corporate authorization on the part of Seller is necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Seller. Assuming the due authorization, execution and delivery of this Agreement by Purchaser, and except as enforcement may be limited by general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally, (i) this Agreement constitutes a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms and (ii) the other documents, agreements and instruments to be delivered by Seller to Purchaser pursuant to this Agreement, when executed and delivered, will be duly executed and delivered by Seller and will constitute legal, valid and binding obligations of Seller.

Corporate Authority; No Violation. (a) Seller Purchaser has the corporate power and authority to execute and deliver this Agreement and any documents, agreements or instruments to be executed by Seller Purchaser pursuant to this Agreement, and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and any documents, agreements or instruments to be executed by Seller Purchaser pursuant to this Agreement, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action on the part of SellerPurchaser, and no further corporate authorization on the part of Seller Purchaser is necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by SellerPurchaser. Assuming the due authorization, execution and delivery of this Agreement by PurchaserSeller, and except as enforcement may be limited by general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally, (i) this Agreement constitutes a legal, valid and binding obligation of SellerPurchaser, enforceable against Seller Purchaser in accordance with its terms and (ii) the other documents, agreements and instruments to be delivered by Purchaser to Seller to Purchaser pursuant to this Agreement, when executed and delivered, will be duly executed and delivered by Seller Purchaser and will constitute legal, valid and binding obligations of SellerPurchaser.

Corporate Authority; No Violation. (a) Seller has the corporate power and authority to execute and deliver this Agreement and any documents, agreements or instruments to be executed by Seller pursuant to this Agreement, and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and any documents, agreements or instruments to be executed by Seller pursuant to this Agreement, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action on the part of Seller, and no further corporate authorization on the part of Seller is necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Seller. Assuming the due authorization, execution and delivery of this Agreement by Purchaser, and except as enforcement may be limited by general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally, (i) this Agreement constitutes a and any related agreement constitute legal, valid and binding obligation obligations of Seller, enforceable against Seller in accordance with its their terms and (ii) the other documents, agreements and instruments to be delivered by Seller to Purchaser pursuant to this Agreement, when executed and delivered, will be duly executed and delivered by Seller and will constitute legal, valid and binding obligations of SellerSeller enforceable against Seller in accordance with their terms.

Corporate Authority; No Violation. (a) Seller Purchaser has the corporate power and authority to execute and deliver this Agreement and any documents, agreements or instruments to be executed by Seller Purchaser pursuant to this Agreement, and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and any documents, agreements or instruments to be executed by Seller Purchaser pursuant to this Agreement, and the consummation of the transactions contemplated con- templated hereby and thereby, have been duly authorized by all necessary corporate action on the part of SellerPurchaser, and no further corporate authorization on the part of Seller Purchaser is necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by SellerPurchaser. Assuming the due authorization, execution and delivery of this Agreement by PurchaserSeller, and except as enforcement may be limited by general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally, (i) this Agreement constitutes a legal, valid and 24 binding obligation of SellerPurchaser, enforceable against Seller Purchaser in accordance with its terms and (ii) the other documents, agreements and instruments to be delivered by Purchaser to Seller to Purchaser pursuant to this Agreement, when executed and delivered, will be duly executed and delivered by Seller Purchaser and will constitute legal, valid and binding obligations of SellerPurchaser.

Corporate Authority; No Violation. (a) Each of Seller and Parent has the corporate power and authority to execute and deliver this Agreement and any documents, agreements or instruments to be executed by Seller or Parent, as the case may be, pursuant to this Agreement, and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and any documents, agreements or instruments to be executed by Seller or Parent, as the case may be, pursuant to this Agreement, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action on the part of SellerSeller and Parent, and no further corporate authorization on the part of Seller or Parent is necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Seller. Assuming Seller and Parent and (assuming the due authorization, execution and delivery of this Agreement by Purchaser) constitutes a legal, valid and binding obligation of Seller and Parent, enforceable against Seller and Parent in accordance with its terms, and the other documents, agreements and instruments to be delivered by Seller or Parent, as the case may be, to Purchaser pursuant to this Agreement will, when executed and delivered, be duly executed and delivered by Seller or Parent, as the case may be, and will constitute legal, valid and binding obligations of Seller or Parent, as the case may be, enforceable against Seller or Parent, as the case may be, in accordance with their terms, in all cases except as enforcement may be limited by receivership, conservatorship and supervisory powers of bank regulatory agencies generally, general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency and similar laws affecting creditors' ’ rights and remedies generally, (i) this Agreement constitutes a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms and (ii) the other documents, agreements and instruments to be delivered by Seller to Purchaser pursuant to this Agreement, when executed and delivered, will be duly executed and delivered by Seller and will constitute legal, valid and binding obligations of Seller.

Corporate Authority; No Violation. (a) Seller Purchaser has the corporate power and authority to execute and deliver this Agreement and any documents, agreements or instruments to be executed by Seller Purchaser pursuant to this Agreement, and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and any documents, agreements or instruments to be executed by Seller Purchaser pursuant to this Agreement, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action on the part of SellerPurchaser, and no further corporate authorization on the part of Seller Purchaser is necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Seller. Assuming Purchaser and (assuming the due authorization, execution and delivery of this Agreement by Seller) constitutes a legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, and the other documents, agreements and instruments to be delivered by Purchaser to Seller pursuant to this Agreement will, when executed and delivered, be duly executed and delivered by Purchaser and will constitute legal, valid and binding obligations of Purchaser, enforceable against Purchaser in accordance with their terms, in all cases except as enforcement may be limited by receivership, conservatorship and supervisory powers of bank regulatory agencies generally, general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency and similar laws affecting creditors' ’ rights and remedies generally, (i) this Agreement constitutes a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms and (ii) the other documents, agreements and instruments to be delivered by Seller to Purchaser pursuant to this Agreement, when executed and delivered, will be duly executed and delivered by Seller and will constitute legal, valid and binding obligations of Seller.

Corporate Authority; No Violation. (a) Seller Purchaser has the corporate power and authority to execute and deliver this Agreement and any documents, agreements or instruments to be executed by Seller Purchaser pursuant to this Agreement, and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and any documents, agreements or instruments to be executed by Seller Purchaser pursuant to this Agreement, and the consummation of the transactions contemplated con templated hereby and thereby, have been duly authorized by all necessary corporate action on the part of SellerPurchaser, and no further corporate authorization on the part of Seller Purchaser is necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by SellerPurchaser. Assuming the due authorization, execution and delivery of this Agreement and of the other documents, agreements and instruments to be delivered by PurchaserPurchaser to Seller pursuant to this Agreement by Seller, and except as enforcement may be limited by general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally, (i) this Agreement constitutes a legal, valid and binding obligation of SellerPurchaser, enforceable against Seller Purchaser in accordance with its terms and (ii) the other documents, agreements and instruments to be delivered by Purchaser to Seller to Purchaser pursuant to this Agreement, when executed and delivered, will be duly executed and delivered by Seller Purchaser and will constitute legal, valid and binding obligations of SellerPurchaser.