Common use of Authority; Execution and Delivery Clause in Contracts

Authority; Execution and Delivery. HBI has the full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herein. The execution and delivery of this Agreement and the consummation of the Merger have been duly and validly approved by the HBI Board. The HBI Board has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of HBI and its shareholders, has directed that this Agreement and the transactions contemplated hereby be submitted to HBI’s shareholders for adoption at a meeting of such shareholders with a recommendation from the HBI Board in favor of adoption and has adopted a resolution to the foregoing effect. HBI has taken all action necessary to authorize the execution, delivery and (provided the required regulatory and shareholder approvals are obtained) performance of this Agreement and the other agreements and documents contemplated hereby to which it is a party. This Agreement has been, and the other agreements and documents contemplated hereby, have been or at Closing will be, duly executed by HBI, and each constitutes the legal, valid and binding obligation of HBI, enforceable in accordance with its respective terms and conditions, except as enforceability may be limited by the Bankruptcy Exception.

Authority; Execution and Delivery. HBI Xxxxxxx has the full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herein. The execution and delivery of this Agreement and the consummation of the Merger have been duly and validly approved by the HBI Xxxxxxx Board. The HBI Xxxxxxx Board has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of HBI Xxxxxxx and its shareholders, has directed that this Agreement and the transactions contemplated hereby be submitted to HBI’s Xxxxxxx’x shareholders for adoption at a meeting of such shareholders with a recommendation from the HBI Xxxxxxx Board in favor of adoption (the “Xxxxxxx Recommendation”) and has adopted a resolution to the foregoing effect. HBI Xxxxxxx has taken all action necessary to authorize the execution, delivery and (provided the required regulatory and shareholder approvals are obtained) performance of this Agreement and the other agreements and documents contemplated hereby to which it is a party. This Agreement has been, and the other agreements and documents contemplated hereby, have been or at Closing will be, duly executed by HBIXxxxxxx, and each constitutes the legal, valid and binding obligation of HBIXxxxxxx, enforceable in accordance with its respective terms and conditions, except as enforceability may be limited by the Bankruptcy Exception.

Authority; Execution and Delivery. HBI KBC has the full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herein. The execution and delivery of this Agreement and the consummation of the Merger have been duly and validly approved by the HBI KBC Board. The HBI KBC Board has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of HBI KBC and its shareholders, has directed that this Agreement and the transactions contemplated hereby be submitted to HBIKBC’s shareholders for adoption at a meeting of such shareholders with a recommendation from the HBI KBC Board in favor of adoption (the “KBC Recommendation”) and has adopted a resolution to the foregoing effect. HBI KBC has taken all action necessary to authorize the execution, delivery and (provided the required regulatory and shareholder approvals are obtained) performance of this Agreement and the other agreements and documents contemplated hereby to which it is a party. This Agreement has been, and the other agreements and documents contemplated hereby, have been or at Closing will be, duly executed by HBIKBC, and each constitutes the legal, valid and binding obligation of HBIKBC, enforceable in accordance with its respective terms and conditions, except as enforceability may be limited by the Bankruptcy Exception.

Authority; Execution and Delivery. HBI TBT has the full requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herein. The execution and delivery of this Agreement and the consummation of the Merger have been duly and validly approved by the HBI TBT Board. The HBI TBT Board has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of HBI TBT and its shareholders, has directed that this Agreement and the transactions contemplated hereby be submitted to HBITBT’s shareholders for adoption at a meeting of such shareholders with a recommendation from the HBI TBT Board in favor of adoption and has adopted a resolution to the foregoing effect. HBI TBT has taken all action necessary to authorize the execution, delivery and (provided the required regulatory and shareholder approvals are obtained) performance of this Agreement and the other agreements and documents contemplated hereby to which it is a party. This Agreement has been, and the other agreements and documents contemplated herebyhereby to which TBT is a party, have been or at Closing will be, duly executed by HBITBT, and each constitutes the legal, valid and binding obligation of HBITBT, enforceable in accordance with its respective terms and conditions, except as enforceability may be limited by the Bankruptcy Exception.

Authority; Execution and Delivery. HBI The Company has the full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herein. The execution and delivery of this Agreement and the consummation of the Merger have been duly and validly approved by the HBI Company Board. The HBI Company Board has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of HBI the Company and its shareholders, shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to HBIthe Company’s shareholders for adoption approval at a meeting of such shareholders with a recommendation from the HBI Company Board in favor of adoption approval (the “Company Recommendation”) and has adopted a resolution to the foregoing effect. HBI The Company has taken all action necessary to authorize the execution, delivery and (provided the required regulatory and shareholder approvals are obtained) performance of this Agreement and the other agreements and documents contemplated hereby to which it is a party. This Agreement has been, and the other agreements and documents contemplated hereby, have been or at Closing will be, duly executed by HBIthe Company, and each constitutes the legal, valid and binding obligation of HBIthe Company, enforceable in accordance with its respective terms and conditions, except as enforceability may be limited by the Bankruptcy Exception.

Authority; Execution and Delivery. HBI Cache has the full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herein. The execution and delivery of this Agreement and the consummation of the Merger have been duly and validly approved by the HBI Cache Board. The HBI Cache Board has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of HBI Cache and its shareholders, shareholders and has directed that this Agreement and the transactions contemplated hereby be submitted to HBICache’s shareholders for adoption at a meeting of such shareholders with a recommendation from the HBI Cache’s Board in favor of adoption (the “Cache Recommendation”) and has adopted a resolution to the foregoing effect. HBI Cache has taken all action necessary to authorize the execution, delivery and (provided the required regulatory and shareholder approvals are obtained) performance of this Agreement and the other agreements and documents contemplated hereby to which it is a party. This Agreement has been, and the other agreements and documents contemplated hereby, have been or at Closing will be, duly executed by HBICache, and each constitutes the legal, valid and binding obligation of HBICache, enforceable in accordance with its respective terms and conditions, except as enforceability may be limited by the Bankruptcy Exception.

Authority; Execution and Delivery. HBI CBI has the full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herein. The execution and delivery of this Agreement and the consummation of the Merger have been duly and validly approved by the HBI CBI Board. The HBI CBI Board has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of HBI CBI and its shareholders, has directed that this Agreement and the transactions contemplated hereby be submitted to HBICBI’s shareholders for adoption at a meeting of such shareholders with a recommendation from the HBI CBI Board in favor of adoption and has adopted a resolution to the foregoing effect. HBI CBI has taken all action necessary to authorize the execution, delivery and (provided the required regulatory and shareholder approvals are obtained) performance of this Agreement and the other agreements and documents contemplated hereby to which it is a party. This Agreement has been, and the other agreements and documents contemplated hereby, have been or at Closing will be, duly executed by HBICBI, and each constitutes the legal, valid and binding obligation of HBICBI, enforceable in accordance with its respective terms and conditions, except as enforceability may be limited by the Bankruptcy Exception.

Authority; Execution and Delivery. HBI Community has the full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herein. The execution and delivery of this Agreement and the consummation of the Merger have been duly and validly approved by the HBI Community Board. The HBI Community Board has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of HBI Community and its shareholders, stockholders and has directed that this Agreement and the transactions contemplated hereby be submitted to HBICommunity’s shareholders stockholders for adoption at a meeting of such shareholders stockholders with a recommendation from the HBI Community’s Board in favor of adoption (the “Community Recommendation”) and has adopted a resolution to the foregoing effect. HBI Community has taken all action necessary to authorize the execution, delivery and (provided the required regulatory and shareholder stockholder approvals are obtained) performance of this Agreement and the other agreements and documents contemplated hereby to which it is a party. This Agreement has been, and the other agreements and documents contemplated hereby, have been or at Closing will be, duly executed by HBICommunity, and each constitutes the legal, valid and binding obligation of HBICommunity, enforceable in accordance with its respective terms and conditions, except as enforceability may be limited by the Bankruptcy Exception.

Authority; Execution and Delivery. HBI RBI has the full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herein. The execution and delivery of this Agreement and the consummation of the Merger have been duly and validly approved by the HBI RBI Board. The HBI RBI Board has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best interests of HBI RBI and its shareholders, shareholder and has directed that this Agreement and the transactions contemplated hereby be submitted to HBIRBI’s shareholders shareholder for adoption at a meeting of such shareholders execution and approval pursuant to the Shareholder Consent with a recommendation from the HBI RBI Board in favor of adoption and has adopted a resolution to the foregoing effect. HBI RBI has taken all action necessary to authorize the execution, delivery and (provided the required regulatory and shareholder approvals are obtained) performance of this Agreement and the other agreements and documents contemplated hereby to which it is a party. This Agreement has been, and the other agreements and documents contemplated hereby, have been or at Closing will be, duly executed by HBIRBI, and each constitutes the legal, valid and binding obligation of HBIRBI, enforceable in accordance with its respective terms and conditions, except as enforceability may be limited by the Bankruptcy Exception.