Common use of Authorization; No Defaults Clause in Contracts

Authorization; No Defaults. The Boards of Directors of Bancorp and Bank have by all requisite action approved this Agreement, the Merger and the Bank Merger, and they have authorized the execution and delivery hereof and thereof on behalf of such corporations by duly authorized officers and the performance of their respective obligations thereunder. Bancorp, in its capacity as the sole holder of outstanding capital stock of Bank, has approved this Agreement, the Merger and the Bank Merger. Nothing in the Articles of Incorporation or Bylaws of Bancorp or Bank or any other agreement, instrument, decree, proceeding, law or regulation (except as specifically referred to in this Agreement) by or to which either entity is bound or subject would prohibit or inhibit either of such corporations from consummating this Agreement, the Merger and the Bank Merger on the terms and conditions herein contained. This Agreement has been duly and validly executed and delivered by Bancorp and Bank and constitutes a legal, valid and binding obligation of each of them, enforceable against them in accordance with its terms. Neither Bancorp nor Bank is in default under nor in violation of any provision of its Articles of Incorporation, Bylaws or any promissory note, indenture or any evidence of indebtedness or security therefor, lease, contract, purchase or other material commitment or agreement.

Authorization; No Defaults. The Boards Board of Directors of Bancorp and Bank have Inotek has by all requisite action approved this Agreement, the Merger and the Bank MergerProxies (as defined in Section 2.22), and they have it has authorized the execution and delivery hereof of this Agreement and thereof the Proxies on behalf of such corporations Inotek by duly authorized officers and the performance of their respective Inotek's obligations hereunder and thereunder. Bancorp, in its capacity as the sole holder of outstanding capital stock of Bank, has approved this Agreement, the Merger and the Bank Merger. Nothing in the Articles Certificate of Incorporation or Bylaws of Bancorp or Bank or Inotek or, except as disclosed in Section 2.02 of the Disclosure Schedule, any other agreement, instrument, decree, proceeding, law or regulation (except as specifically referred to in or contemplated by this Agreement) by or to which either entity Inotek is bound or subject would prohibit or inhibit either of such corporations it from consummating this Agreement, the Merger Agreement and the Bank Merger on the terms and conditions herein containedcontained herein. This Agreement Inotek has been duly and validly executed and delivered by Bancorp and Bank and this Agreement, which constitutes a legal, valid and binding obligation of each of themInotek, enforceable against them in accordance with its terms. Neither Bancorp nor Bank Inotek is not in default under nor in violation of any provision of its Articles Certificate of IncorporationIncorporation or Bylaws, Bylaws nor is it in default under or in violation of any promissory note, indenture or any evidence of indebtedness or security therefor, nor is it in default under or in violation of any material lease, contract, purchase contract or other material commitment or agreement.