Corporate Authorization and Binding Effect. The execution, delivery and performance by Seller of this Agreement, and the consummation by each of the Sellers and the Company of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate and shareholder action by each of the Sellers and the Company. Seller and the Company has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement and each Related Agreement to which it is a party has been duly executed and delivered by Seller and the Company and, assuming due and valid authorization, execution and delivery thereof by Buyer, this Agreement is a valid and binding obligation of Seller and the Company party thereto, enforceable in accordance with its terms and conditions.
Corporate Authorization and Binding Effect. The execution, delivery and performance by Purchaser Bank (or any of its Affiliates that may be a party to any Transaction Document) of the Transaction Documents and the Transactions have been duly and validly authorized by all necessary corporate action of Purchaser Bank (and, if applicable, any such Affiliate) prior to the date of this Agreement. This Agreement is a valid and legally binding obligation of Purchaser Bank, and the other Transaction Documents to which Purchaser Bank is or will be a party have been, or at Closing will be, duly executed and delivered by Purchaser Bank and assuming due authorization, execution, and delivery of the Transaction Documents by the other parties thereto, constitute, or at Closing will constitute, legal, valid and binding agreements of Purchaser Bank, enforceable against Purchaser Bank in accordance with their respective terms (except as enforceability may be limited by the Bankruptcy and Equity Exception).
Corporate Authorization and Binding Effect. The execution, delivery and performance by Purchaser of the Transaction Documents and the Transactions have been duly and validly authorized by all necessary corporate action of Purchaser prior to the date of this Agreement. This Agreement is a valid and legally binding obligation of Purchaser, and the other Transaction Documents to which Purchaser is or will be a party, have been, or at Closing will be, duly executed and delivered by each such party and assuming due authorization, execution, and delivery of the Transaction Documents by the other parties thereto, constitute, or at Closing will constitute, legal, valid and binding agreements of Purchaser, enforceable against such party in accordance with their respective terms, except as enforceability may be limited by the Bankruptcy and Equity Exception.
Corporate Authorization and Binding Effect. The execution, delivery and performance by Sellers of this Agreement have been duly and validly authorized by all necessary corporate action of Sellers prior to the date of this Agreement, and the execution, delivery and performance by Sellers (or any of their Affiliates that may be a party to any Transaction Document) of the Transaction Documents other than this Agreement will be duly and validly authorized by all necessary corporate action of Sellers (and, if applicable, any such Affiliate) prior to their respective execution, delivery and performance thereof. This Agreement is a valid and legally binding obligation of Sellers, and the other Transaction Documents to which Sellers (and, if applicable, any such Affiliate) will be a party at Closing will be duly executed and delivered by Sellers (and, if applicable, any such Affiliate), and assuming due authorization, execution, and delivery of the Transaction Documents by the other parties thereto, at Closing will constitute legal, valid and binding agreements of Sellers (and, if applicable, any such Affiliate), enforceable against such Sellers (and, if applicable, any such Affiliate) in accordance with their respective 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 (the “Bankruptcy and Equity Exception”)).
Corporate Authorization and Binding Effect. The execution, delivery and performance by Purchaser (or any of its Affiliates that may be a party to any Transaction Document) of the Transaction Documents and the Transactions have been duly and validly authorized by all necessary corporate action of Purchaser (and, if applicable, any such Affiliate) prior to the date of this Agreement. This Agreement is a valid and legally binding obligation of Purchaser, and the other Transaction Documents to which Purchaser (and, if applicable, any such Affiliate) will be a party at Closing will be duly executed and delivered by Purchaser (and, if applicable, any such Affiliate), and assuming due authorization, execution, and delivery of the Transaction Documents by the other parties thereto, at Closing will constitute, legal, valid and binding agreements of Purchaser (and, if applicable, any such Affiliate), enforceable against Purchaser (and, if applicable, any such Affiliate) in accordance with their respective terms (except as enforceability may be limited by the Bankruptcy and Equity Exception).
Corporate Authorization and Binding Effect. The execution, delivery and performance by Seller (or any of its Affiliates that may be a party to any Transaction Document) of the Transaction Documents and the Transactions have been duly and validly authorized by all necessary corporate action of Seller (and, if applicable, any such Affiliate) prior to the date of this Agreement. This Agreement is a valid and legally binding obligation of Seller, and the other Transaction Documents to which Seller, the Company, the Bank or any other of the Company’s Subsidiaries is or will be a party, have been, or at Closing will be, duly executed and delivered by each such party and assuming due authorization, execution, and delivery of the Transaction Documents by the Purchaser and any of its Affiliates who are parties thereto, constitute, or at Closing will constitute, legal, valid and binding agreements of Seller, the Company, the Bank and the Company’s Subsidiaries, as applicable, enforceable against such party in accordance with their respective 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 (the “Bankruptcy and Equity Exception”).
Corporate Authorization and Binding Effect. The Transaction Documents and the transactions contemplated thereby have been duly and validly authorized by all necessary corporate action of Sellers prior to the date of this Agreement. This Agreement is a valid and legally binding obligation of Sellers, and the other Transaction Documents to which Sellers are or will be a party have been, or at Closing will be, duly executed and delivered by Sellers and assuming due authorization, execution, and delivery of the Transaction Documents by the other parties thereto, constitute, or at Closing will constitute, valid and binding agreements of Sellers, enforceable against Sellers in accordance with their respective 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 Authorization and Binding Effect. The execution, delivery and performance by each Seller of this Agreement, and by each Seller and the Company of the Related Agreement to which it is a party, and the consummation by each of the Sellers and the Company of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate and shareholder action by each of the Sellers and the Company. Each of the Sellers and the Company has full power and authority to execute and deliver this Agreement and each Related Agreement to which it is a party and to perform its obligations hereunder and thereunder. This Agreement and each Related Agreement to which it is a party has been duly executed and delivered by Sellers and the Company and, assuming due and valid authorization, execution and delivery thereof by Buyer, this Agreement and each Related Agreement is a valid and binding obligation of each of the Sellers and the Company party thereto, enforceable in accordance with its terms and conditions (subject to the laws of bankruptcy, insolvency, moratorium and similar laws and general equitable principles).
Corporate Authorization and Binding Effect. The execution, delivery and performance by Seller Bank of the Transaction Documents and the Transactions have been duly and validly authorized by all necessary corporate action of Seller Bank prior to the date of this Agreement. This Agreement is a valid and legally binding obligation of Seller Bank, and the other Transaction Documents to which Seller Bank, or any of Seller Bank’s Subsidiaries is or will be a party, have been, or at Closing will be, duly executed and delivered by each such party and assuming due authorization, execution, and delivery of the Transaction Documents by the other parties thereto, constitute, or at Closing will constitute, legal, valid and binding agreements of Seller Bank and Seller Bank’s Subsidiaries, as applicable, enforceable against each such party in accordance with their respective 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 (the “Bankruptcy and Equity Exception”)).
Corporate Authorization and Binding Effect. The execution, delivery and performance by Seller of this Agreement and the consummation by Seller and the Company of the transactions contemplated hereby have been duly authorized by all necessary corporate and shareholder action by Seller and the Company. Each of Seller and the Company has full power and authority to execute and deliver this Agreement and to perform its respective obligations hereunder. This Agreement has been duly executed and delivered by Seller and, assuming due and valid authorization, execution and delivery thereof by Buyer, this Agreement is a valid and binding obligation of Seller, enforceable in accordance with its terms and conditions (subject to the laws of bankruptcy, insolvency, moratorium and similar laws and general equitable principles).
