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 1st Financial 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 1st Financial 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, 1st Financial’s Articles of Incorporation or Bylaws, Mountain 1st’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 1st Financial or Mountain 1st is bound or by which either 1st Financial or Mountain 1st, 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 1st Financial’s or Mountain 1st’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 1st Financial or Mountain 1st; (iv) result in the acceleration of any material obligation or indebtedness of 1st Financial or Mountain 1st; or (v) interfere with or otherwise adversely affect 1st Financial’s or Mountain 1st’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 1st Financial’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 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 1st Financial in the manner required by law and receipt of required approvals of Regulatory AuthoritiesAuthorities (as contemplated by Paragraph 6.02), and except where the same would not have a material adverse effect on MFC and MountainBank considered as one enterprise, neither the execution and delivery of this Agreement, nor the consummation of the transactions described herein, nor compliance by 1st Financial 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, 1st Financial’s Articles of Incorporation or Bylaws, Mountain 1st’s MFC'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 1st Financial MFC or Mountain 1st MountainBank is bound or by which either 1st Financial of them, or Mountain 1st, 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 1st Financial’s MFC's or Mountain 1st’s MountainBank's properties or assets; (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 material adverse effect on 1st Financial MFC or Mountain 1stMountainBank considered as one entity or their respective abilities to consummate the transactions described herein; or (iv) result in the acceleration of any material obligation or indebtedness of 1st Financial MFC or Mountain 1st; or (v) interfere with or otherwise adversely affect 1st Financial’s or Mountain 1st’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 1st Financial’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 1st Financial’s shareholders and of Regulatory AuthoritiesAuthorities described in Paragraph 6.02.

Validity of Transactions; Absence of Required Consents or Waivers. Subject to Except as Previously Disclosed and provided the approval of this Agreement by the shareholders of 1st Financial in the manner required by law and receipt of required approvals of Regulatory AuthoritiesPARA’s shareholders and of applicable governmental and regulatory authorities are obtained, neither the execution and delivery of this Agreement, nor the consummation of the transactions described herein, nor compliance by 1st Financial PARA or Target Bank 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, 1st Financial’s Articles the charter or bylaws or the equivalent organizational documents of Incorporation PARA or Bylaws, Mountain 1st’s Articles Target Bank; (ii) conflict with or result in a breach of Incorporation or Bylawsthe terms and conditions of, or constitute a default or violation under any provision of, any material contract, agreement, lease, mortgage, note, bond, indenture, license, license or obligation or understanding (oral or written) to which 1st Financial PARA or Mountain 1st Target Bank is a party or bound or by which either 1st Financial it or Mountain 1st, their its business, capital stock, stock or any of its properties or assets, assets may be affected; (iiiii) result in the creation or imposition of any lien, claim, interest, charge, restriction, restriction or encumbrance upon any of 1st Financial’s or Mountain 1st’s the properties or assetsassets of PARA or Target 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 which violation will or may have a Material Adverse Effect on 1st Financial or Mountain 1stbody; (iv) result in the acceleration of any material obligation or indebtedness of 1st Financial PARA or Mountain 1stTarget Bank; or (v) interfere with or otherwise adversely affect 1st Financial’s the ability of PARA or Mountain 1st’s ability Target Bank to carry on its business as presently conducted, or interfere with or otherwise adversely affect the ability of the Surviving Corporation or the Surviving Bank, respectively, to carry on such business after the Effective Time. No consents, approvals, approvals or waivers are required to be obtained from any person or entity in connection with 1st FinancialPARA’s or Target Bank’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 1st FinancialPARA’s shareholders as described in Section 7.1(a) below and of Regulatory Authoritiesgovernmental and regulatory authorities as described in Section 7.1(b) below and approvals previously obtained.