Common use of Authority; Binding Nature Clause in Contracts

Authority; Binding Nature. (a) The Company and Bank of New Jersey have all requisite power and authority to enter into this Agreement and the Bank Merger Agreement, respectively, to perform their respective obligations hereunder and under the Bank Merger Agreement and to consummate the transactions contemplated by this Agreement and the Bank Merger Agreement, subject to the third party consents and Regulatory Approval specifically contemplated herein. The execution, delivery and performance by the Company and Bank of New Jersey of this Agreement and the Bank Merger Agreement, respectively, and the consummation by the Company and Bank of New Jersey of the transactions contemplated by this Agreement and the Bank Merger Agreement, have been duly and validly approved by the Board of Directors of the Company and Bank of New Jersey, both of which have determined that this Agreement and the Bank Merger Agreement are fair and in the best interests of the Company, Bank of New Jersey and their respective shareholders. Subject to the Company’s Shareholders’ approval as contemplated by Section 6.2(c), and the adoption and approval of the Bank Merger Agreement by the Company as Bank of New Jersey’s sole shareholder, no other corporate proceedings on the part of the Company and Bank of New Jersey are necessary to authorize this Agreement or the Bank Merger Agreement or to consummate the transactions contemplated hereby or by the Bank Merger Agreement. This Agreement has been duly executed and delivered by the Company and constitutes (assuming due authorization, execution and delivery by Parent) the legal, valid and binding obligations of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by the appointment of a conservator or receiver, bankruptcy, insolvency, fraudulent transfer, moratorium, restructuring 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). The Company, as the sole shareholder of Bank of New Jersey, has approved, or shall promptly hereafter approve, the Bank Merger Agreement, and the Bank Merger Agreement has been, or promptly hereafter shall be, duly executed by Bank of New Jersey.

Authority; Binding Nature. (a) The Company Each of FSC and Bank of New Jersey have its Subsidiaries, to the extent applicable, has all requisite corporate power and authority to enter into this Agreement and the Bank Merger Agreement, respectively, to perform their respective its obligations hereunder and under thereunder and, subject to the Bank Merger Agreement and receipt of the FSC Shareholder Approval, to consummate the transactions contemplated by this Agreement and the Bank Merger Agreement, subject to the third party consents and Regulatory Approval specifically contemplated herein. The execution, delivery and performance by the Company and Bank of New Jersey FSC of this Agreement and by Fidelity of the Bank Merger Agreement, respectively, and the consummation by the Company FSC and Bank each of New Jersey its Subsidiaries of the transactions contemplated by this Agreement and the Bank Merger Agreement, have been duly and validly approved by the Board board of Directors directors (or comparable governing body) of FSC and each applicable Subsidiary. Subject to the Company and Bank approval of New Jersey, both of which have determined that this Agreement and the Bank Merger Agreement are fair and in transactions contemplated hereby (including the best interests Merger) by the affirmative vote of the Company, Bank holders of New Jersey at least sixty-six and their respective shareholders. Subject two-thirds percent (66 2/3%) of the issued and outstanding shares of FSC Common Stock entitled to vote (the Company’s Shareholders’ approval as contemplated by Section 6.2(c), “FSC Shareholder Approval”) and the adoption and approval of the Bank Merger Agreement by FSC as the Company as Bank sole shareholder of New Jersey’s sole shareholderFidelity, no other corporate proceedings on the part of the Company and Bank of New Jersey FSC are necessary to authorize this Agreement or the Bank Merger Agreement or to consummate the transactions contemplated hereby or by the Bank Merger Agreement. This Agreement has been been, and the Bank Merger Agreement will be, duly executed and delivered by the Company FSC and Fidelity, 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 ParentABCB and Ameris, as applicable) the legal, valid and binding obligations of the Company FSC and Fidelity enforceable against the Company FSC and Fidelity, 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, moratoriumreorganization, restructuring 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). The Company, as the sole shareholder of Bank of New Jersey, has approved, or shall promptly hereafter approve, the Bank Merger Agreement, and the Bank Merger Agreement has been, or promptly hereafter shall be, duly executed by Bank of New Jersey.