Common use of Validity of Transactions; Absence of Required Consents or Waivers Clause in Contracts

Validity of Transactions; Absence of Required Consents or Waivers. Subject to the approval of this Agreement by the shareholders of AB&T in the manner required by law and receipt of required approvals of Regulatory Authorities, neither the execution and delivery of this Agreement, nor the consummation of the transactions described herein, nor compliance by AB&T with any of its obligations or agreements contained herein, will: (i) conflict with or result in a breach of the terms and conditions of, or constitute a default or violation under any provision of, AB&T’s Articles of Incorporation or Bylaws, Alliance’s Articles of Incorporation or Bylaws, or any material contract, agreement, lease, mortgage, note, bond, indenture, license, or obligation or understanding (oral or written) to which AB&T or Alliance is bound or by which either AB&T or Alliance, their business, capital stock, or any properties or assets, may be affected; (ii) result in the creation or imposition of any lien, claim, interest, charge, restriction, or encumbrance upon any of AB&T’s or Alliance’s properties or assets; (iii) violate any applicable federal or state statute, law, rule, or regulation, or any judgment, order, writ, injunction, or decree of any court, administrative or regulatory agency, or governmental body which violation will or may have a Material Adverse Effect on AB&T or Alliance; (iv) result in the acceleration of any material obligation or indebtedness of AB&T or Alliance; or (v) interfere with or otherwise adversely affect AB&T’s or Alliance’s ability to carry on its business as presently conducted. No consents, approvals, or waivers are required to be obtained from any person or entity in connection with AB&T’s execution and delivery of this Agreement, or the performance of its obligations or agreements or the consummation of the transactions described herein, except for required approvals of AB&T’s shareholders and of Regulatory Authorities.

Validity of Transactions; Absence of Required Consents or Waivers. Subject to the approval of this Agreement by the shareholders of AB&T in the manner required by law and receipt of required approvals of Regulatory Authorities, neither the execution and delivery of this Agreement, nor the consummation of the transactions described herein, nor compliance by AB&T Bancorp or M&F Bank with any of its the obligations or agreements contained herein, nor any action or inaction by Bancorp or M&F Bank required herein, will: (i) conflict with or result in a breach of the terms and conditions of, or constitute a default or violation under any provision of, AB&T’s the Articles of Incorporation or Bylaws, Alliance’s Articles Bylaws of Incorporation either Bancorp or BylawsM&F Bank, or any material contract, agreement, lease, mortgage, note, bond, indenture, license, or obligation or understanding (oral or written) to which AB&T Bancorp or Alliance M&F Bank is bound or by which either AB&T they or Alliance, their business, capital stock, stock or any of their properties or assets, assets may be affected; (ii) result in the creation or imposition of any material lien, claim, interest, charge, restriction, restriction or encumbrance upon any of AB&T’s or Alliance’s the properties or assetsassets of Bancorp or M&F Bank; (iii) violate any applicable federal or state statute, law, rule, rule or regulation, or any judgment, order, writ, injunction, injunction or decree of any court, administrative or regulatory agency, agency or governmental body body, which violation will or may have a Material Adverse Effect on AB&T Bancorp or AllianceM&F Bank, their financial condition, results of operations, prospects, businesses, assets, loan portfolio, investments, properties or operations, or on Bancorp’s or M&F Bank’s ability to consummate the transactions described herein or to carry on the business of Bancorp or M&F Bank as presently conducted; (iv) result in the acceleration of any material obligation or indebtedness of AB&T Bancorp or AllianceM&F Bank; or (v) materially interfere with or otherwise materially adversely affect AB&TBancorp’s or AllianceM&F Bank’s ability respective abilities to carry on its business their respective businesses as presently conducted. No consents, approvals, approvals or waivers are required to be obtained from any person or entity in connection with AB&TBancorp’s or M&F Bank’s execution and delivery of this Agreement, or the performance of its their obligations or agreements or the consummation of the transactions described herein, except for required approvals of AB&T’s shareholders and of Regulatory Authorities.

Validity of Transactions; Absence of Required Consents or Waivers. Subject to the approval of this Agreement by the shareholders of AB&T FNB in the manner required by law and receipt of required approvals of Regulatory Authorities, neither the execution and delivery of this Agreement, nor the consummation of the transactions described herein, nor compliance by AB&T FNB with any of its obligations or agreements contained herein, will: (i) conflict with or result in a breach of the terms and conditions of, or constitute a default or violation under any provision of, AB&TFNB’s Articles of Incorporation or Bylaws, AllianceFirst National’s Articles of Incorporation or Bylaws, or any material contract, agreement, lease, mortgage, note, bond, indenture, license, or obligation or understanding (oral or written) to which AB&T FNB or Alliance First National is bound or by which either AB&T FNB or AllianceFirst National, their business, capital stock, or any properties or assets, may be affected; (ii) result in the creation or imposition of any lien, claim, interest, charge, restriction, or encumbrance upon any of AB&TFNB’s or AllianceFirst National’s properties or assets; (iii) violate any applicable federal or state statute, law, rule, or regulation, or any judgment, order, writ, injunction, or decree of any court, administrative or regulatory agency, or governmental body which violation will or may have a Material Adverse Effect material adverse effect on AB&T FNB or AllianceFirst National, their financial condition, results of operations, prospects, businesses, assets, loan portfolio, investments, properties or operations, or on FNB’s and First National’s ability to consummate the transactions described herein or to carry on the business of FNB and First National as presently conducted; (iv) result in the acceleration of any material obligation or indebtedness of AB&T FNB or AllianceFirst National; or (v) interfere with or otherwise adversely affect AB&TFNB’s or AllianceFirst National’s ability to carry on its business as presently conducted. No consents, approvals, or waivers are required to be obtained from any person or entity in connection with AB&TFNB’s execution and delivery of this Agreement, or the performance of its obligations or agreements or the consummation of the transactions described herein, except for required approvals of AB&TFNB’s shareholders and of the Regulatory Authorities.

Validity of Transactions; Absence of Required Consents or Waivers. Subject only to the approval of this Agreement by the 1st Financial's shareholders of AB&T in the manner required by law and receipt of required approvals of Regulatory Authorities, neither the execution and delivery of this Agreement, nor the consummation of the transactions described herein, nor compliance by AB&T 1st Financial or Mountain 1st with any of its or their obligations or agreements contained herein, nor any action or inaction by 1st Financial or Mountain 1st required herein, will: (ia) conflict with or result in a breach of the terms and conditions of, or constitute a default or violation under any provision of, AB&T’s Articles of Incorporation 1st Financial's or Bylaws, Alliance’s Mountain 1st's respective Articles of Incorporation or Bylaws, or any material contract, agreement, lease, mortgage, note, bond, indenture, license, or obligation or understanding (oral or written) to which AB&T or Alliance either of them is bound or by which either AB&T or Alliance, their the business, capital stock, or any properties or assets, may be affectedassets of either of them is subject; (iib) result in the creation or imposition of any lien, claim, interest, charge, restriction, restriction or encumbrance upon any of AB&T’s or Alliance’s the properties or assetsassets of 1st Financial or Mountain 1st; (iiic) violate any applicable federal or state statute, law, rule, or regulation, or any judgment, order, writ, injunction, injunction or decree of any court, administrative or regulatory agency, agency or governmental body which violation will body; or may have a Material Adverse Effect on AB&T or Alliance; (ivd) result in the acceleration of any material obligation or indebtedness of AB&T 1st Financial or Alliance; or (v) interfere with or otherwise adversely affect AB&T’s or Alliance’s ability to carry on its business as presently conductedMountain 1st. No consents, approvals, approvals or waivers are required to be obtained from any person or entity in connection with AB&T’s 1st Financial or Mountain 1st's execution and delivery of this Agreement, or the performance of its their obligations or agreements agreements, or the consummation of the transactions transactions, described herein, except for required approvals of AB&T’s 1st Financial's shareholders and of Regulatory Authorities.

Validity of Transactions; Absence of Required Consents or Waivers. Subject to the approval of this Agreement by the shareholders of AB&T in the manner required by law and receipt of required approvals of Regulatory AuthoritiesAuthorities (as contemplated by Paragraph 6.02), neither the execution and delivery of this Agreement, nor the consummation of the transactions described herein, nor compliance by AB&T MFC with any of its obligations or agreements contained herein, will: (i) conflict with or result in a breach of the terms and conditions of, or constitute a default or violation under any provision of, AB&T’s MFC's Articles of Incorporation or Bylaws, Alliance’s Articles or, except where the same would not have a material adverse effect on MFC and MountainBank considered as one entity or on their financial condition, results of Incorporation operations, prospects, businesses, assets, Loan portfolio, investments, properties or Bylawsoperations (an "MFC Material Effect"), or any material contract, agreement, lease, mortgage, note, bond, indenture, license, or obligation or understanding (oral or written) to which AB&T MFC or Alliance MountainBank is bound or by which either AB&T of them, or Alliance, their businessrespective businesses, capital stock, stock or any of their respective properties or assets, assets may be affected; (ii) result in the creation or imposition of any material lien, claim, interest, charge, restriction, restriction or encumbrance upon any of AB&T’s MFC's or Alliance’s MountainBank's properties or assets, except where the same would not have an MFC Material Effect; (iii) violate any applicable federal or state statute, law, rule, rule or regulation, or any judgment, order, writ, injunction, injunction or decree of any court, administrative or regulatory agency, agency or governmental body body, which violation will or may have an MFC Material Effect or a Material Adverse Effect material adverse effect on AB&T MFC's ability to consummate the transactions described herein; or Alliance; (iv) result in the acceleration of any material obligation or indebtedness of AB&T MFC or Alliance; or (v) interfere with or otherwise adversely affect AB&T’s or Alliance’s ability to carry on its business as presently conductedMountainBank. No consents, approvals, approvals or waivers are required to be obtained from any person or entity in connection with AB&T’s MFC's execution and delivery of this Agreement, or the performance of its their respective obligations or agreements or the consummation of the transactions described herein, except for required approvals of AB&T’s Regulatory Authorities described in Paragraph 6.02 and the approval of MFC's shareholders and of Regulatory Authoritiesdescribed in Paragraph 5.01.

Validity of Transactions; Absence of Required Consents or Waivers. Subject to the approval of this Agreement by the shareholders of AB&T Xxxxxxxx, BOC, and BOCC in the manner required by law and receipt of required approvals of Regulatory AuthoritiesAuthorities (as contemplated by Paragraph 6.02), neither the execution and delivery of this Agreement, nor the consummation of the transactions described herein, nor compliance by AB&T Xxxxxxxx with any of its obligations or agreements contained herein, nor any action or inaction by Xxxxxxxx required herein, will: (ia) conflict with or result in a breach of the terms and conditions of, or constitute a default or violation under any provision of, AB&T’s the Articles of Incorporation or Bylaws, Alliance’s Articles Bylaws of Incorporation or BylawsXxxxxxxx, or any material contract, agreement, lease, mortgage, note, bond, indenture, license, or obligation or understanding (oral or written) to which AB&T or Alliance Xxxxxxxx is bound or by which either AB&T it or Alliance, their its business, capital stock, stock or any of its properties or assets, assets may be affected; (iib) result in the creation or imposition of any material lien, claim, interest, charge, restriction, restriction or encumbrance upon any of AB&T’s or Alliance’s the properties or assetsassets of Xxxxxxxx; (iiic) violate any applicable federal or state statute, law, rule, or regulation, or any judgment, order, writ, injunction, injunction or decree of any court, administrative or regulatory agency, agency or governmental body body, which violation will or may have a Xxxxxxxx Material Adverse Effect on AB&T Effect; or Alliance; (ivd) result in the acceleration of any material obligation or indebtedness of AB&T or Alliance; or (v) interfere with or otherwise adversely affect AB&T’s or Alliance’s ability to carry on its business as presently conductedXxxxxxxx. No consents, approvals, approvals or waivers are required to be obtained from any person or entity in connection with AB&T’s Xxxxxxxx’x execution and delivery of this Agreement, or the performance of its obligations or agreements or the consummation of the transactions described herein, except for required approvals of AB&TXxxxxxxx’x, BOC’s, and BOCC’s shareholders and of Regulatory AuthoritiesAuthorities (as contemplated by Paragraph 6.02).

Validity of Transactions; Absence of Required Consents or Waivers. Subject only to the approval of this Agreement by the 1st Financial’s shareholders of AB&T in the manner required by law and receipt of required approvals of Regulatory Authorities, neither the execution and delivery of this Agreement, nor the consummation of the transactions described herein, nor compliance by AB&T 1st Financial or Mountain 1st with any of its or their obligations or agreements contained herein, nor any action or inaction by 1st Financial or Mountain 1st required herein, will: (ia) conflict with or result in a breach of the terms and conditions of, or constitute a default or violation under any provision of, AB&T1st Financial’s Articles of Incorporation or Bylaws, AllianceMountain 1st’s respective Articles of Incorporation or Bylaws, or any material contract, agreement, lease, mortgage, note, bond, indenture, license, or obligation or understanding (oral or written) to which AB&T or Alliance either of them is bound or by which either AB&T or Alliance, their the business, capital stock, or any properties or assets, may be affectedassets of either of them is subject; (iib) result in the creation or imposition of any lien, claim, interest, charge, restriction, restriction or encumbrance upon any of AB&T’s or Alliance’s the properties or assetsassets of 1st Financial or Mountain 1st; (iiic) violate any applicable federal or state statute, law, rule, or regulation, or any judgment, order, writ, injunction, injunction or decree of any court, administrative or regulatory agency, agency or governmental body which violation will body; or may have a Material Adverse Effect on AB&T or Alliance; (ivd) result in the acceleration of any material obligation or indebtedness of AB&T 1st Financial or Alliance; or (v) interfere with or otherwise adversely affect AB&T’s or Alliance’s ability to carry on its business as presently conductedMountain 1st. No consents, approvals, approvals or waivers are required to be obtained from any person or entity in connection with AB&T1st Financial or Mountain 1st’s execution and delivery of this Agreement, or the performance of its their obligations or agreements agreements, or the consummation of the transactions transactions, described herein, except for required approvals of AB&T1st Financial’s shareholders and of Regulatory Authorities.