Common use of 2Authority Clause in Contracts

2Authority. (a) Susquehanna has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and, subsequent hereto, the Bank Merger Agreement, and the performance of the transactions contemplated herein and therein, have been authorized by the respective Boards of Directors of Susquehanna and of Susquehanna Bank, as required by law. The Board of Directors of Susquehanna has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Susquehanna and has directed that this Agreement and the transactions contemplated hereby be submitted to Susquehanna’s shareholders for adoption at a meeting of such shareholders and has adopted a resolution to the foregoing effect. Except for the approval of this Agreement by Susquehanna’s shareholders, Susquehanna and Susquehanna Bank have taken all corporate action necessary to authorize this Agreement and the Bank Merger Agreement and the performance of the transactions contemplated herein and therein, including the Merger and the Bank Merger. Approval of this Agreement by Susquehanna’s shareholders will require the affirmative vote of the holders of at least sixty-six and two-thirds (66 2/3) percent of the votes cast by all holders of the Susquehanna Common Stock entitled to vote at a duly called meeting of the shareholders of Susquehanna at which a quorum, as defined in Susquehanna’s Bylaws, is present (the “Requisite Shareholder Vote”). The Requisite Shareholder Vote is the only vote or consent of the holders of any class or series of Susquehanna’s capital stock required under Susquehanna’s Articles of Incorporation or Bylaws, any Takeover Statutes or any Applicable Corporate Law to approve and adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby and thereby. (b) This Agreement has been duly executed and delivered by ▇▇▇▇▇▇▇▇▇▇▇ and, assuming due authorization, execution and delivery by C&N, constitutes a valid and binding obligation of Susquehanna, enforceable against Susquehanna in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, regulations and rules affecting financial institutions and subject as to enforceability, to general principles of equity, regardless of whether enforcement is sought in a proceeding at law or in equity (the “Bankruptcy and Equity Exceptions”). The Bank Merger Agreement when duly executed and delivered by Susquehanna Bank and, assuming due authorization, execution and delivery by C&N Bank, will constitute a valid and binding obligation of Susquehanna Bank, enforceable against Susquehanna Bank in accordance with its terms, subject to the Bankruptcy and Equity Exceptions. (c) Subject to the receipt of the necessary regulatory or Governmental Entity approvals by the Parties hereto with respect to this Agreement and to the Bank Merger Agreement, compliance with the terms of such approvals and the receipt of the requisite approval of Susquehanna’s shareholders, the execution, delivery and performance of this Agreement and the Bank Merger Agreement will not constitute a violation or breach of or default under (i) the Articles of Incorporation or Bylaws of Susquehanna or Susquehanna Bank, (ii) any statute, rule, regulation, order, decree or directive of any governmental authority or court applicable to Susquehanna or any Susquehanna Subsidiary, or (iii) any agreement, contract, memorandum of understanding, indenture or other instrument to which Susquehanna or any Susquehanna Subsidiary is a party or by which Susquehanna or any Susquehanna Subsidiary or any of their properties are bound.

2Authority. (a) Susquehanna The Issuer has full the requisite corporate power and authority to execute and deliver this Agreement and the Convertible Notes and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement and, subsequent hereto, the Bank Merger Agreement, and the performance Convertible Notes and the consummation of the transactions contemplated herein hereby and therein, thereby have been duly authorized by the respective Boards of Directors of Susquehanna and of Susquehanna Bank, as required by law. The Board of Directors of Susquehanna has determined that the Merger, all necessary corporate action on the terms and conditions set forth in this Agreement, is in the best interests of Susquehanna and has directed that this Agreement and the transactions contemplated hereby be submitted to Susquehanna’s shareholders for adoption at a meeting of such shareholders and has adopted a resolution to the foregoing effect. Except for the approval of this Agreement by Susquehanna’s shareholders, Susquehanna and Susquehanna Bank have taken all corporate action necessary to authorize this Agreement and the Bank Merger Agreement and the performance part of the transactions contemplated herein and therein, including the Merger and the Bank MergerIssuer. Approval of this Agreement by Susquehanna’s shareholders will require the affirmative vote of the holders of at least sixty-six and two-thirds (66 2/3) percent of the votes cast by all holders of the Susquehanna Common Stock entitled to vote at a duly called meeting of the shareholders of Susquehanna at which a quorum, as defined in Susquehanna’s Bylaws, is present (the “Requisite Shareholder Vote”). The Requisite Shareholder Vote is the only vote or consent of the holders of any class or series of Susquehanna’s capital stock required under Susquehanna’s Articles of Incorporation or Bylaws, any Takeover Statutes or any Applicable Corporate Law to approve and adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby and thereby. (b) This Agreement has been duly and validly executed and delivered by ▇▇▇▇▇▇▇▇▇▇▇ andthe Issuer and constitute a valid, assuming due authorization, execution and delivery by C&N, constitutes a valid legal and binding obligation agreement of Susquehannathe Issuer (assuming this Agreement has been duly authorized, executed and delivered by the other Persons party hereto or thereto, as applicable), enforceable against Susquehanna the Issuer in accordance with its terms, their terms (subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws or other Laws affecting generally the enforcement of creditors’ rights and remedies generally, regulations and rules affecting financial institutions and subject as to enforceability, to general principles of equity, regardless of whether enforcement is sought in a proceeding at law or in equity (the “Bankruptcy and Equity ExceptionsException”). ). (b) The Bank Merger Agreement when duly executed Issuer’s board of directors (the “Issuer Board”) has (i) unanimously approved and delivered declared advisable this Agreement, the Convertible Notes, and the Subscription Agreements and the transactions contemplated hereby and thereby, (ii) determined that this Agreement, the Convertible Notes, and the Subscription Agreements and the transactions contemplated hereby and thereby are in the best interests of the Issuer and holders of Issuer Shares and resolved to recommend (the “Issuer Board Recommendation”), among other things, the approval of the issuance of all Issuer Class A Shares potentially issuable upon conversion of the Convertible Notes by Susquehanna Bank and, assuming due authorization, execution and delivery by C&N Bank, will constitute a valid and binding obligation the holders of Susquehanna Bank, enforceable against Susquehanna Bank Issuer Shares entitled to vote thereon in accordance with its termsany applicable Law, subject the Nasdaq Rules, including Nasdaq Rule 5635, and the Issuer’s Governing Documents (the “Issuance Approval”), and (iii) directed that the Issuance Approval be submitted to the Bankruptcy and Equity Exceptions.holders of Issuer Shares for its adoption. ​ (c) Subject to the Except for receipt of the Issuance Approval, the issuance of the Underlying Shares has been duly authorized by all necessary regulatory or Governmental Entity approvals by the Parties hereto with respect to this Agreement and to the Bank Merger Agreement, compliance corporate action. When issued in accordance with the terms of such approvals and the receipt of the requisite approval of Susquehanna’s shareholders, the execution, delivery and performance of this Agreement and the Bank Merger Agreement will Convertible Notes, the Underlying Shares shall be validly issued, fully paid and non-assessable and shall not constitute a violation or breach of or default under (i) the Articles of Incorporation or Bylaws of Susquehanna or Susquehanna Bank, (ii) any statute, rule, regulation, order, decree or directive of any governmental authority or court applicable give rise to Susquehanna or any Susquehanna Subsidiary, or (iii) any agreement, contract, memorandum of understanding, indenture preemptive rights or other instrument to which Susquehanna or any Susquehanna Subsidiary is a party or by which Susquehanna or any Susquehanna Subsidiary or any rights of their properties are boundstockholders of the Issuer.

2Authority. (a) Susquehanna Black Creek Holdco has full corporate the requisite limited liability company power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated herebyby this Agreement to which Black Creek Holdco is a party. The execution and delivery and performance by Black Creek Holdco of this Agreement and, subsequent hereto, the Bank Merger Agreement, and the performance consummation by Black Creek Holdco of the transactions contemplated herein by this Agreement have been, or, in the case of any New Merger Party, will be duly and therein, have been validly authorized by the respective Boards of Directors of Susquehanna all necessary limited liability company action, and of Susquehanna Bank, as required by law. The Board of Directors of Susquehanna has determined that the Merger, no other limited liability company proceedings on the terms and conditions set forth in this Agreement, is in the best interests part of Susquehanna and has directed that this Agreement and the transactions contemplated hereby be submitted to Susquehanna’s shareholders for adoption at a meeting of such shareholders and has adopted a resolution to the foregoing effect. Except for the approval of this Agreement by Susquehanna’s shareholders, Susquehanna and Susquehanna Bank have taken all corporate action Black Creek Holdco are necessary to authorize this Agreement and or the Bank Merger Agreement and Merger, the performance of the transactions contemplated herein and therein, including the Merger and the Bank Merger. Approval of this Agreement by Susquehanna’s shareholders will require the affirmative vote of the holders of at least sixty-six and two-thirds (66 2/3) percent of the votes cast by all holders of the Susquehanna Common Stock entitled Asset Transfers or to vote at a duly called meeting of the shareholders of Susquehanna at which a quorum, as defined in Susquehanna’s Bylaws, is present (the “Requisite Shareholder Vote”). The Requisite Shareholder Vote is the only vote or consent of the holders of any class or series of Susquehanna’s capital stock required under Susquehanna’s Articles of Incorporation or Bylaws, any Takeover Statutes or any Applicable Corporate Law to approve and adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby and thereby. (b) by this Agreement, subject, with respect to the Merger, to the filing of the Merger Certificate with the DSOS. This Agreement has been duly authorized, executed and delivered by ▇▇▇▇▇▇▇▇▇▇▇ and, Black Creek Holdco and assuming due authorization, execution and delivery by C&Nthe Sellers, constitutes a legally valid and binding obligation of SusquehannaBlack Creek Holdco, enforceable against Susquehanna it in accordance with its terms, subject to except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or other similar laws Laws affecting creditors’ rights generally and remedies generally, regulations and rules affecting financial institutions and subject as to enforceability, to by general principles of equity, equity (regardless of whether enforcement enforceability is sought considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exceptions”or at law). The Bank Merger Agreement when duly executed and delivered by Susquehanna Bank and, assuming due authorization, execution and delivery by C&N Bank, will constitute a valid and binding obligation of Susquehanna Bank, enforceable against Susquehanna Bank in accordance with its terms, subject to the Bankruptcy and Equity Exceptions. (cb) Subject to The Board of Directors of BCI REIT, at a duly held meeting, has, in its capacity as the receipt sole general partner of BCI IV OP, on behalf of BCI IV OP, in its capacity as the necessary regulatory or Governmental Entity approvals sole member of Black Creek Holdco, has, on behalf of Black Creek Holdco (a) unanimously determined that this Agreement, the Merger, the USLF Holdco Interest Sale, the Renton Interest Sale and the other transactions contemplated by the Parties hereto with respect to this Agreement are advisable and to in the Bank Merger Agreement, compliance with the terms best interests of such approvals Black Creek Holdco and the receipt of the requisite approval of Susquehanna’s shareholders, its sole member and (b) unanimously authorized and approved the execution, delivery and performance of this Agreement Agreement, the Merger, the USLF Holdco Interest Sale, the Renton Interest Sale and the Bank Merger other transactions contemplated by this Agreement will by Black Creek Holdco, which resolutions remain in full force and effect and have not constitute a violation been subsequently rescinded, modified or breach of or default under (i) the Articles of Incorporation or Bylaws of Susquehanna or Susquehanna Bank, (ii) withdrawn in any statute, rule, regulation, order, decree or directive of any governmental authority or court applicable to Susquehanna or any Susquehanna Subsidiary, or (iii) any agreement, contract, memorandum of understanding, indenture or other instrument to which Susquehanna or any Susquehanna Subsidiary is a party or by which Susquehanna or any Susquehanna Subsidiary or any of their properties are boundway.

2Authority. (a) Susquehanna Seller has full the requisite corporate power and authority to execute and deliver enter into this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution execution, delivery and delivery performance of this Agreement and, subsequent hereto, by ▇▇▇▇▇▇ and ​ ​ ​ the Bank Merger Agreement, and the performance consummation by Seller of the transactions contemplated herein and therein, hereby have been duly authorized by the respective Boards of Directors of Susquehanna and of Susquehanna Bank, as required by law. The Board of Directors of Susquehanna has determined that the Merger, all necessary corporate action on the terms part of Seller and conditions set forth in this Agreementno other corporate proceeding on the part of Seller is necessary to approve and consummate the Asset Sale and the other transactions contemplated hereby, is in subject to the best interests approval and adoption of Susquehanna and has directed that this Agreement and the transactions contemplated hereby be submitted to Susquehanna’s shareholders for adoption at a meeting of such shareholders and has adopted a resolution to the foregoing effect. Except for the approval of this Agreement by Susquehanna’s shareholdersthe Asset Sale, Susquehanna and Susquehanna Bank have taken all corporate action necessary to authorize this Agreement and the Bank Merger Agreement and the performance dissolution of the transactions contemplated herein and therein, including the Merger and the Bank Merger. Approval of this Agreement by Susquehanna’s shareholders will require the affirmative vote of the holders of at least sixty-six and two-thirds (66 2/3) percent of the votes cast by all holders of the Susquehanna Common Stock entitled to vote at a duly called meeting of the shareholders of Susquehanna at which a quorum, as defined in Susquehanna’s Bylaws, is present (the “Requisite Shareholder Vote”). The Requisite Shareholder Vote is the only vote or consent of the holders of any class or series of Susquehanna’s capital stock required under Susquehanna’s Articles of Incorporation or Bylaws, any Takeover Statutes or any Applicable Corporate Law to approve and adopt this Agreement, approve the Merger and consummate the Merger Seller and the other transactions contemplated hereby by the holders of a majority of the outstanding shares of common stock of Seller entitled to vote thereon at the Stockholders Meeting (such approvals and thereby. (b) adoption, the “Stockholder Approval”). This Agreement has been duly executed and delivered by ▇▇▇▇▇▇▇▇▇▇▇ and, assuming due authorization, execution and delivery by C&N, constitutes a the valid and legally binding obligation of SusquehannaSeller, enforceable against Susquehanna Seller in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyancetransfer, reorganization, moratorium and or similar laws Laws of general application affecting creditors’ or relating to the enforcement of creditors rights and remedies generally, regulations and rules affecting financial institutions and subject as to enforceability, to general equitable principles of equitygeneral applicability, regardless of whether enforcement is sought considered in a proceeding at law Law or in equity (the “Bankruptcy and Equity Exceptions”)equity. The Bank Merger Agreement when duly executed and delivered by Susquehanna Bank and, assuming due authorization, execution and delivery by C&N Bank, will constitute a valid and binding obligation of Susquehanna Bank, enforceable against Susquehanna Bank in accordance with its terms, subject to the Bankruptcy and Equity Exceptions. (c) Subject to the receipt of the necessary regulatory or Governmental Entity approvals by the Parties hereto with respect to this Agreement and to the Bank Merger Agreement, compliance with the terms of such approvals and the receipt of the requisite approval of Susquehanna’s shareholders, the execution, delivery and performance of this Agreement and the Bank Merger Agreement will not constitute a violation or breach of or default under Board has unanimously (i) determined that this Agreement, the Articles Asset Sale, the dissolution of Incorporation or Bylaws Seller and the other transactions contemplated hereby are fair to and in the best interests of Susquehanna or Susquehanna Bank, Seller and its stockholders and declared it advisable to enter into this Agreement with Purchaser; and (ii) any statuteadopted resolutions approving this Agreement, rulethe Asset Sale, regulation, order, decree or directive the dissolution of any governmental authority or court applicable Seller and the consummation of the other transactions contemplated hereby and to Susquehanna or any Susquehanna Subsidiary, or (iii) any agreement, contract, memorandum provide the stockholders of understanding, indenture or other instrument Seller with the Board Recommendation pursuant to which Susquehanna or any Susquehanna Subsidiary is a party or by which Susquehanna or any Susquehanna Subsidiary or any of their properties are boundthe DGCL.

2Authority. (a) Susquehanna If such Seller is a legal entity, such Seller has full corporate corporate, power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution If such Seller is a natural person, such Seller has legal capacity to execute and delivery of this Agreement and, subsequent hereto, the Bank Merger Agreement, and the performance of the transactions contemplated herein and therein, have been authorized by the respective Boards of Directors of Susquehanna and of Susquehanna Bank, as required by law. The Board of Directors of Susquehanna has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of Susquehanna and has directed that deliver this Agreement and the transactions contemplated hereby be submitted each Ancillary Agreement to Susquehanna’s shareholders for adoption at which it is a meeting of such shareholders party, to perform its obligations hereunder and has adopted a resolution thereunder and to the foregoing effect. Except for the approval of this Agreement by Susquehanna’s shareholders, Susquehanna and Susquehanna Bank have taken all corporate action necessary to authorize this Agreement and the Bank Merger Agreement and the performance of the transactions contemplated herein and therein, including the Merger and the Bank Merger. Approval of this Agreement by Susquehanna’s shareholders will require the affirmative vote of the holders of at least sixty-six and two-thirds (66 2/3) percent of the votes cast by all holders of the Susquehanna Common Stock entitled to vote at a duly called meeting of the shareholders of Susquehanna at which a quorum, as defined in Susquehanna’s Bylaws, is present (the “Requisite Shareholder Vote”). The Requisite Shareholder Vote is the only vote or consent of the holders of any class or series of Susquehanna’s capital stock required under Susquehanna’s Articles of Incorporation or Bylaws, any Takeover Statutes or any Applicable Corporate Law to approve and adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby and thereby. (b) This . If such Seller is a legal entity, the execution, delivery and performance by the Seller of this Agreement has and each Ancillary Agreement to which it is a party, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action on the part of such Seller, and this Agreement and each Ancillary Agreement to which it is a party have been duly executed and delivered by ▇▇▇▇▇▇▇▇▇▇▇ such Seller and, assuming due authorization, execution and delivery by C&Nthe Buyer, constitutes a valid are legal, valid, binding and binding obligation of Susquehanna, enforceable upon and against Susquehanna in accordance with its terms, subject to such Seller (except as enforcement may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or similar laws affecting creditors’ rights generally and remedies generally, regulations and rules affecting financial institutions and subject as to enforceability, to by general principles of equity, regardless of whether enforcement is sought in a proceeding at law or in equity (the “Bankruptcy and Equity Exceptions”). The Bank Merger If such Seller is a natural person, this Agreement when and each Ancillary Agreement to which it is a party have been duly executed and delivered by Susquehanna Bank such Seller and, assuming due authorization, execution and delivery by C&N Bankthe Buyer, will are legal, valid, binding and enforceable upon and against such Sellers (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity). If such Seller is married, and any of the Units of such Seller constitute community property or otherwise need spousal or other approval for this Agreement to be legal, valid and binding, this Agreement and each Ancillary Agreement to which it is a party has been duly and validly executed and delivered by such Seller’s spouse and, assuming due authorization, execution and delivery by the Buyer, constitute legal, valid and binding obligation obligations of Susquehanna Banksuch Seller’s spouse, enforceable upon and against Susquehanna Bank in accordance with its terms, subject to the Bankruptcy and Equity Exceptions. (c) Subject to the receipt of the necessary regulatory or Governmental Entity approvals by the Parties hereto with respect to this Agreement and to the Bank Merger Agreement, compliance with the terms of such approvals and the receipt of the requisite approval of SusquehannaSeller’s shareholders, the execution, delivery and performance of this Agreement and the Bank Merger Agreement will not constitute a violation or breach of or default under (i) the Articles of Incorporation or Bylaws of Susquehanna or Susquehanna Bankspouse, (ii) any statuteexcept as enforcement may be limited by applicable bankruptcy, ruleinsolvency, regulationreorganization, order, decree moratorium or directive similar laws affecting creditors’ rights generally and by general principles of any governmental authority or court applicable to Susquehanna or any Susquehanna Subsidiary, or (iii) any agreement, contract, memorandum of understanding, indenture or other instrument to which Susquehanna or any Susquehanna Subsidiary is a party or by which Susquehanna or any Susquehanna Subsidiary or any of their properties are bound.equity). ​ ​ ​

2Authority. ​ (a) Susquehanna BCI IV Holdco has full corporate the requisite limited liability company power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated herebyby this Agreement to which BCI IV Holdco is a ​ party, including the Interest Sale. The execution and delivery and performance by BCI IV Holdco of this Agreement and, subsequent hereto, the Bank Merger Agreement, and the performance consummation by BCI IV Holdco of the transactions contemplated herein and therein, by this Agreement have been duly and validly authorized by the respective Boards all necessary action on behalf of Directors of Susquehanna BCI IV Holdco, and of Susquehanna Bank, as required by law. The Board of Directors of Susquehanna has determined that the Merger, no other proceedings on the terms and conditions set forth in this Agreement, is in the best interests part of Susquehanna and has directed that this Agreement and the transactions contemplated hereby be submitted to Susquehanna’s shareholders for adoption at a meeting of such shareholders and has adopted a resolution to the foregoing effect. Except for the approval of this Agreement by Susquehanna’s shareholders, Susquehanna and Susquehanna Bank have taken all corporate action BCI IV Holdco are necessary to authorize this Agreement and or the Bank Merger Agreement and the performance of the transactions contemplated herein and therein, including the Merger and the Bank Merger. Approval of this Agreement by Susquehanna’s shareholders will require the affirmative vote of the holders of at least sixty-six and two-thirds (66 2/3) percent of the votes cast by all holders of the Susquehanna Common Stock entitled Interest Sale or to vote at a duly called meeting of the shareholders of Susquehanna at which a quorum, as defined in Susquehanna’s Bylaws, is present (the “Requisite Shareholder Vote”). The Requisite Shareholder Vote is the only vote or consent of the holders of any class or series of Susquehanna’s capital stock required under Susquehanna’s Articles of Incorporation or Bylaws, any Takeover Statutes or any Applicable Corporate Law to approve and adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby and thereby. (b) by this Agreement. This Agreement has been duly authorized, executed and delivered by ▇▇▇▇▇▇▇▇▇▇▇ and, BCI IV Holdco and assuming due authorization, execution and delivery by C&NCompany OP, constitutes a legally valid and binding obligation of SusquehannaBCI IV Holdco, enforceable against Susquehanna BCI IV Holdco in accordance with its terms, subject to except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or other similar laws Laws affecting creditors’ rights generally and remedies generally, regulations and rules affecting financial institutions and subject as to enforceability, to by general principles of equity, equity (regardless of whether enforcement enforceability is sought considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exceptions”or at law). ​ (b) The Bank Merger BCI IV Board, following the unanimous approval and recommendation of the BCI IV Special Committee, has (i) determined that (a) this Agreement, the Interest Sale and the other transactions contemplated by this Agreement when duly executed are advisable and delivered in the best interests of BCI IV and are fair and reasonable to BCI IV, (b) there is substantial justification for the amount by Susquehanna Bank andwhich the Purchase Price exceeds the amount that Company OP invested in IPT Holdco and that the Purchase Price is reasonable, assuming due authorization, execution and delivery by C&N Bank, will constitute a valid and binding obligation of Susquehanna Bank, enforceable against Susquehanna Bank in accordance with its terms, subject to the Bankruptcy and Equity Exceptions. (c) Subject the joint venture terms of Build-To-Core Industrial Partnership I LP and Build-To-Core Industrial Partnership II LP are fair and reasonable to BCI IV and on terms and conditions that are no less favorable than those that would be available to unaffiliated parties, and (ii) approved this Agreement, the receipt of Interest Sale and the necessary regulatory or Governmental Entity approvals other transactions contemplated by the Parties hereto with respect to this Agreement and authorized BCI IV, in its capacity as the sole general partner of BCI IV OP, on behalf of BCI IV OP, in its capacity as the sole member of BCI IV Holdco, on behalf of BCI IV Holdco, to execute, deliver and perform the Bank Merger Purchase Agreement, compliance with the terms of such approvals which resolutions remain in full force and the receipt of the requisite approval of Susquehanna’s shareholderseffect and have not been subsequently rescinded, the execution, delivery and performance of this Agreement and the Bank Merger Agreement will not constitute a violation modified or breach of or default under (i) the Articles of Incorporation or Bylaws of Susquehanna or Susquehanna Bank, (ii) withdrawn in any statute, rule, regulation, order, decree or directive of any governmental authority or court applicable to Susquehanna or any Susquehanna Subsidiary, or (iii) any agreement, contract, memorandum of understanding, indenture or other instrument to which Susquehanna or any Susquehanna Subsidiary is a party or by which Susquehanna or any Susquehanna Subsidiary or any of their properties are bound.way. ​