Common use of Authorization; No Default Clause in Contracts

Authorization; No Default. (i) FCB has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by FCB and the consummation by FCB of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of FCB and Bond Street Holdings, Inc., the sole shareholder of FCB, and no other corporate proceedings on the part of FCB are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. Each of this Agreement and the Voting Agreement has been duly executed and delivered by FCB and, assuming the due authorization, execution and delivery by GFB and, in the case of the Voting Agreement, the other parties thereto, constitutes a legal, valid and binding obligation of FCB, enforceable against FCB in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting the enforceability of creditors’ rights generally. (ii) Subject to the receipt of the approvals and consents referred to in Section 5.3(f) and the expiration of applicable waiting periods, the execution, delivery and performance by FCB of this Agreement and the consummation by it of the transactions contemplated hereby do not constitute a violation or breach of or default under or give rise to (or give rise after the giving of notice, the passage of time or both) a right of termination, cancellation or acceleration of any obligation of FCB or to a loss of any benefits to which FCB is entitled under any provision of (i) FCB’s Governing Documents, (ii) assuming compliance with the requirements referred to in Section 5.3(f)(i), any Law binding upon FCB or (iii) any Contract to which FCB or any of its properties or assets is subject or bound, except, in each case, as would not, individually or in the aggregate, reasonably be likely to have an FCB Material Adverse Effect.

Authorization; No Default. (i) FCB This Agreement has all requisite power been duly and authority to execute validly executed and deliver this delivered by TRIAX and the Warranting Shareholders. This Agreement and to consummate the transactions contemplated hereby. The execution all other agreements and delivery of this Agreement by FCB obligations entered into and the consummation by FCB of undertaken in connection with the transactions contemplated hereby to which TRIAX and the Warranting Shareholders are a party have been duly authorized by all necessary corporate action on and constitute the part valid and legally binding obligations of FCB and Bond Street Holdings, Inc., the sole shareholder of FCB, and no other corporate proceedings on the part of FCB are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. Each of this Agreement TRIAX and the Voting Agreement has been duly executed and delivered by FCB andWarranting Shareholders, assuming the due authorization, execution and delivery by GFB and, in the case of the Voting Agreement, the other parties thereto, constitutes a legal, valid and binding obligation of FCBas applicable, enforceable against FCB it and them in accordance with its terms, their respective terms except insofar as such enforcement enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting the enforceability rights of creditors’ rights generally. (ii) Subject to the receipt of the approvals creditors and consents referred to in Section 5.3(f) and the expiration of applicable waiting periods, the general equitable principles. The execution, delivery and performance by FCB TRIAX and the Warranting Shareholders of this Agreement and the agreements provided for herein, and the consummation by it TRIAX and the Warranting Shareholders of the transactions contemplated hereby do not constitute a violation and thereby, will not, with or breach of or default under or give rise to (or give rise after without the giving of notice, notice or the passage of time or both, (a) a right of termination, cancellation or acceleration violate the provisions of any obligation of FCB law, rule or to a loss of any benefits to which FCB is entitled under any provision of (i) FCB’s Governing Documentsregulation binding on the Acquired Companies, (ii) assuming compliance with the requirements referred to in Section 5.3(f)(i), any Law binding upon FCB or (iii) any Contract to which FCB Warranting Shareholders or any of its them, (b) violate the provisions of the Memorandum or Articles of Association, as amended, or by-laws, as amended, of the Acquired Companies in effect as of the date hereof, (c) violate any judgment, decree, order or award of any court, governmental body or arbitrator applicable to the Acquired Companies or the Shareholders, (d) result in the breach or termination of, or constitute a default under, or cause any acceleration under, or cause the creation of any encumbrance upon the properties or assets is subject of the Acquired Companies pursuant to any lien or mortgage, deed of trust or other instrument or agreement to which the Acquired Companies or their properties are bound, except, in each case, as would not, individually or in . This Agreement and the aggregate, reasonably be likely transactions incidental to the Closing hereby have an FCB Material Adverse Effectbeen approved unanimously by the Warranting Shareholders.