Common use of Authority; Binding Nature Clause in Contracts

Authority; Binding Nature. (a) Each of ABCB and, to the extent applicable, its Subsidiaries has all requisite corporate power and authority to enter into this Agreement and the Bank Merger Agreement, to perform its obligations hereunder and thereunder and, subject to the receipt of the ABCB Shareholder Approval, to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by ABCB of this Agreement and by Ameris of the Bank Merger Agreement, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly approved by the board of directors of ABCB and Ameris. Subject to the approval of the ABCB Common Stock Issuance by the affirmative vote of the ABCB Shareholders holding a majority of the total votes cast thereon (the “ABCB Shareholder Approval”) and the approval of the Bank Merger Agreement by ABCB as the sole shareholder of Ameris, no other corporate proceedings on the part of ABCB are necessary to authorize this Agreement or to consummate the transactions contemplated hereby or by the Bank Merger Agreement. This Agreement has been, and the Bank Merger Agreement will be, duly executed and delivered by ABCB and Ameris, as applicable, and constitutes or, in the case of the Bank Merger Agreement, will constitute (in each case assuming due authorization, execution and delivery by FSC and Fidelity, as applicable) the legal, valid and binding obligations of ABCB and Ameris enforceable against ABCB and Ameris, as applicable, in accordance with its terms, except as such enforceability may be limited by Applicable Laws related to safety and soundness of insured depository institutions as set forth in 12 U.S.C. §1818(b), the appointment of a conservator or receiver, bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws affecting creditors’ rights and remedies generally and general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Authority; Binding Nature. (a) Each of ABCB andJAXB and its Subsidiaries, to the extent applicable, its Subsidiaries has all requisite corporate power and authority to enter into this Agreement and the Bank Merger Agreement, to perform its obligations hereunder and thereunder and, subject to the receipt of the ABCB Shareholder Approval, and to consummate the transactions contemplated hereby by this Agreement and therebythe Bank Merger Agreement. The execution, delivery and performance by ABCB JAXB of this Agreement and by Ameris Jacksonville Bank of the Bank Merger Agreement, and the consummation by JAXB and each of its Subsidiaries of the transactions contemplated hereby by this Agreement and therebythe Bank Merger Agreement, have been duly and validly approved by the board of directors (or comparable governing body) of ABCB JAXB and Ameriseach applicable Subsidiary. Subject to the approval receipt of the ABCB Common Stock Issuance by the affirmative vote of the ABCB Shareholders holding a majority of the total votes cast thereon (the “ABCB JAXB Shareholder Approval”) and the approval of the Bank Merger Agreement by ABCB as the sole shareholder of Ameris, no other corporate proceedings on the part of ABCB JAXB are necessary to authorize this Agreement or to consummate the transactions contemplated hereby or by the Bank Merger Agreement. This Agreement has been, and the Bank Merger Agreement will be, duly executed and delivered by ABCB JAXB and AmerisJacksonville Bank, as applicable, and constitutes or, in the case of the Bank Merger Agreement, will constitute (in each case assuming due authorization, execution and delivery by FSC ABCB and FidelityAmeris Bank, as applicable) the legal, valid and binding obligations of ABCB JAXB and Ameris Jacksonville Bank enforceable against ABCB JAXB and AmerisJacksonville Bank, as applicable, in accordance with its terms, except as such enforceability may be limited by Applicable Laws related to safety and soundness of insured depository institutions as set forth in 12 U.S.C. §1818(b), the appointment of a conservator or receiver, bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws laws affecting creditors’ rights and remedies generally and general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Authority; Binding Nature. (a) Each of ABCB and, to the extent applicable, its Subsidiaries has all requisite corporate power and authority to enter into this Agreement and the Bank Merger Agreement, Agreement and to perform carry out its obligations hereunder and thereunder and, subject to the receipt of the ABCB Shareholder Approval, and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by ABCB of this Agreement by ABCB and by Ameris of the Bank Merger AgreementAgreement by Ameris Bank, and the consummation of the transactions contemplated hereby and thereby, have thereby has been duly and validly approved authorized by all necessary action on the board part of directors each of ABCB and Ameris. Subject and, to the approval of the ABCB Common Stock Issuance by the affirmative vote of the ABCB Shareholders holding a majority of the total votes cast thereon (the “ABCB Shareholder Approval”) extent applicable, its Subsidiaries and the approval of the Bank Merger Agreement by ABCB as the sole shareholder of Ameris, no other corporate proceedings on the part of ABCB or such Subsidiaries are necessary to authorize the execution and delivery of this Agreement or to consummate and the Bank Merger Agreement and the transactions contemplated hereby or by the Bank Merger Agreementand thereby. This Agreement has been, and the Bank Merger Agreement will be, duly executed and delivered by ABCB and AmerisAmeris Bank, as applicable, and constitutes or, in the case of the Bank Merger Agreement, will constitute (in each case assuming due authorization, execution and delivery by FSC JAXB and FidelityJacksonville Bank, as applicable) the legal, valid and binding obligations of ABCB and Ameris Bank enforceable against ABCB and AmerisAmeris Bank, as applicable, in accordance with its terms, except as such enforceability may be limited by subject to the effect of any Applicable Laws related to safety and soundness of insured depository institutions as set forth in 12 U.S.C. §§ 1818(b), the appointment of a conservator or receiver, bankruptcy, reorganization, insolvency, fraudulent transfer, reorganizationmoratorium, moratorium restructuring or similar Laws affecting creditors’ rights and remedies generally and general equitable principles of equity (regardless of whether enforcement such enforceability is sought considered in a proceeding at law or in equity).

Authority; Binding Nature. (a) Each of ABCB and, to The Company and the extent applicable, its Subsidiaries has Major Stockholders have all requisite corporate power and authority to: (i) execute and deliver this Agreement and each of the Ancillary Agreements to enter into which they are a party; (ii) perform their obligations under this Agreement and each such Ancillary Agreement; and (iii) consummate the transactions contemplated hereby, including the Merger. The execution and delivery of this Agreement and the Bank Merger Agreement, to perform its obligations hereunder and thereunder and, subject to the receipt of the ABCB Shareholder Approval, to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by ABCB of this Agreement and by Ameris of the Bank Merger AgreementAncillary Agreements, and the consummation of the transactions contemplated hereby and therebyhereby, including the Merger, have been duly and validly approved authorized by the board of directors of ABCB the LEGAL_US_W # 81125885.11 Company and Ameris. Subject to the approval of the ABCB Common Stock Issuance by the affirmative vote of the ABCB Shareholders holding a majority of the total votes cast thereon (the “ABCB Shareholder Approval”) and the approval of the Bank Merger Agreement by ABCB as the sole shareholder of Ameris, no other corporate proceedings on the part of ABCB the Company are necessary to authorize this Agreement or the Ancillary Agreements or to consummate the transactions contemplated hereby or by hereby, including the Bank Merger AgreementMerger. This Agreement has been, been duly and the Bank Merger Agreement will be, duly validly executed and delivered by ABCB the Company and Ameristhe Major Stockholders and, as applicable, and constitutes or, in assuming the case of the Bank Merger Agreement, will constitute (in each case assuming due authorization, execution and delivery by FSC each of Parent and FidelityMerger Sub, as applicable) constitutes a valid and binding agreement of the Company and the Major Stockholders, enforceable against the Company and the Major Stockholders in accordance with its terms, except to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally, by general equitable principles or by principles of good faith and fair dealing, regardless of whether enforcement is sought in equity or at law. Upon the execution and delivery by the Company and the Major Stockholders of each of the Ancillary Agreements to which such entity is party and assuming the due authorization, execution, and delivery by each of the other parties to such Ancillary Agreement, such Ancillary Agreement will constitute the legal, valid and binding obligations of ABCB each such party who executed and Ameris enforceable against ABCB and Ameris, as applicable, delivered such Ancillary Agreement. The Ancillary Agreements will be enforced in accordance with its their terms, except as such to the extent that their enforceability may be limited by Applicable Laws related to safety and soundness of insured depository institutions as set forth in 12 U.S.C. §1818(b), the appointment of a conservator or receiver, applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws other laws affecting creditors’ rights and remedies generally and generally, by general equitable principles or by principles of equity (good faith and fair dealing, regardless of whether enforcement is sought in a proceeding equity or at law or in equity)law.