Common use of Authority; No Breach By Agreement Clause in Contracts

Authority; No Breach By Agreement. (a) Subject to the actions required for listing by NASDAQ of the shares to be issued to FNBG shareholders, which GB&T shall promptly undertake, GB&T has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of GB&T. Subject to the approval of this Agreement by the holders of a majority of the outstanding shares of GB&T, this Agreement represents a legal, valid and binding obligation of GB&T, enforceable against GB&T in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Except as described in Section 6.2 of the GB&T Disclosure Memorandum, neither the execution and delivery of this Agreement by GB&T, nor the consummation by GB&T of the transactions contemplated hereby, nor compliance by GB&T with any of the provisions hereof will (i) conflict with or result in a breach of any provision of GB&T's Articles of Incorporation or Bylaws, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any GB&T Company under, any Contract or Permit of any GB&T Company, where such Default or Lien, or any failure to obtain such Consent, is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on GB&T, or (iii) subject to receipt of the requisite approvals referred to in Section 9.1(b) of this Agreement, violate any Law or Order applicable to any GB&T Company or any of their respective Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NASDAQ, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, and other than Consents, filings or notifications which, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on GB&T, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by GB&T of the Merger and the other transactions contemplated in this Agreement.

Authority; No Breach By Agreement. (a) Subject to the actions required for listing by NASDAQ of the shares to be issued to FNBG shareholdersFBI has, which GB&T shall promptly undertakeand upon its formation Interim will have, GB&T has the corporate power and authority necessary to execute, deliver deliver, and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery delivery, and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of GB&T. Subject to the approval of this Agreement FBI and will be duly and validly authorized by the holders of a majority of the outstanding shares of GB&T, this all necessary corporate action in respect thereof by Interim upon its formation. This Agreement represents a legal, valid valid, and binding obligation of GB&TFBI, and shall become such an obligation of Interim upon its formation, enforceable against GB&T FBI, and to become enforceable against Interim upon its formation, in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Except as described in Section 6.2 of the GB&T Disclosure Memorandum, neither Neither the execution and delivery of this Agreement by GB&TFBI, or, upon its formation, Interim, nor the consummation by GB&T FBI or Interim of the transactions contemplated hereby, nor compliance by GB&T FBI or Interim with any of the provisions hereof hereof, will (i) conflict with or result in a breach of any provision of GB&T's the Articles of Incorporation or BylawsBylaws of FBI or, upon its formation, Interim, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any GB&T FBI Company or Interim under, any Contract or Permit of any GB&T CompanyFBI Company or Interim, where such Default or Lien, or any failure to obtain such Consent, is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on GB&TFBI or Interim, or or, (iii) subject to receipt of the requisite approvals Consents referred to in Section 9.1(b) of this Agreement, violate any Law or Order applicable to any GB&T FBI Company or, upon its formation, Interim or any of their respective material Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NASDAQNasdaq, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, and other than Consents, filings filings, or notifications which, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on GB&TFBI, Southwest and, upon its formation, Interim, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by GB&T FBI, Southwest and Interim of the Merger and the other transactions contemplated in this Agreement.

Authority; No Breach By Agreement. (a) Subject to the actions required for listing by NASDAQ of the shares to be issued to FNBG shareholders, which GB&T shall promptly undertake, GB&T FNB has the corporate power and authority necessary to executeexecute and deliver this Agreement and, deliver subject to the approval and adoption of this Agreement by the shareholders of FNB and to such Consents of Regulatory Authorities as required under applicable law, to perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery delivery, and performance of this Agreement by FNB and the consummation by FNB of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of GB&T. Subject FNB, subject to the approval of this Agreement by the holders its shareholders as contemplated by Section 8.1 of a majority this Agreement. Subject to such requisite shareholder approval (and assuming due authorization, execution and delivery by Promistar) and to such Consents of the outstanding shares of GB&TRegulatory Authorities as required by applicable law, this Agreement represents a legal, valid valid, and binding obligation of GB&TFNB, enforceable against GB&T FNB in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, moratorium or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Except as described in Section 6.2 of the GB&T Disclosure Memorandum, neither Neither the execution and delivery of this Agreement by GB&TFNB, nor the consummation by GB&T FNB of the transactions contemplated hereby, nor compliance by GB&T FNB with any of the provisions hereof hereof, will (i) conflict with or result in a breach of any provision of GB&TFNB's Articles of Incorporation or Bylaws, or or, (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any GB&T FNB Company under, any Contract or Permit of any GB&T FNB Company, where such Default or Lien, or any failure to obtain such Consent, is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on GB&TFNB, or or, (iii) subject to receipt of the requisite approvals Consents referred to in Section 9.1(b9.1(a), (b) and (c) of this Agreement, violate any Order, or to its Knowledge, any Law or Order applicable to any GB&T FNB Company or any of their respective Assetsmaterial Assets which will have a Material Adverse Effect on FNB. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NASDAQNasdaq, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, or under the HSR Act, and other than Consents, filings filings, or notifications which, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on GB&TFNB, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by GB&T FNB of the Merger and the other transactions contemplated in this Agreement.

Authority; No Breach By Agreement. (a) Subject to the actions required for listing by NASDAQ of the shares to be issued to FNBG shareholders, which GB&T shall promptly undertake, GB&T FXNC has the corporate power and authority necessary to executeexecute and deliver this Agreement and, deliver subject to any necessary approvals referred to in Sections 8.1(b) and 8.1(c) and the approval by holders of FXNC Common Stock of this Agreement and the Articles Amendment in accordance with this Agreement and the VSCA, to perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery delivery, and performance of this Agreement and the consummation of the transactions contemplated herein, including the MergerMerger and the Articles Amendment, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of GB&T. Subject FXNC, subject to (i) the approval of this Agreement by the holders of a majority more than two-thirds of the outstanding shares of GB&TFXNC Common Stock (ii) the approval of the Articles Amendment by the holders of more than two-thirds of the outstanding shares of FXNC Common Stock, and (iii) the adoption and approval of the Bank Merger Agreement by FXNC as First Bank’s sole shareholder, which are the only FXNC shareholder votes required for approval of this Agreement and consummation of the transactions contemplated herein (the “Requisite FXNC Shareholder Vote”). Subject to any necessary approvals referred to in Sections 8.1(b) and 8.1(c), and by such Requisite FXNC Shareholder Vote, this Agreement represents a legal, valid valid, and binding obligation of GB&T, FXNC enforceable against GB&T FXNC in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar Laws affecting the enforcement of creditors' ’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Except as described in Section 6.2 of the GB&T Disclosure Memorandum, neither Neither the execution and delivery of this Agreement by GB&TFXNC, nor the consummation by GB&T FXNC and First Bank of the transactions contemplated hereby, nor compliance by GB&T FXNC or First Bank with any of the provisions hereof hereof, will (i) conflict with or result in a breach of any provision of GB&T's FXNC’s Articles of Incorporation or BylawsBylaws or the articles of association, incorporation or organization or bylaws or operating agreement of any FXNC Subsidiary or any resolution adopted by the Board of Directors or the shareholders of any FXNC Entity, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any GB&T Company FXNC Entity under, any Contract or Permit of any GB&T CompanyFXNC Entity, where such Default or Lienor, or any failure to obtain such Consent, is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on GB&T, or (iii) subject to receipt of the requisite approvals Consents referred to in Section 9.1(bSections 8.1(b) of this Agreementand (c), violate constitute or result in a Default under, or require any Consent pursuant to, any Law or Order applicable to any GB&T Company FXNC Entity or any of their respective material Assets. (c) Other than No consents or approvals of or filings or registrations with any Governmental Authority are necessary in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NASDAQ, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, and other than Consents, filings or notifications which, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on GB&T, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by GB&T FXNC of the Merger and the other transactions contemplated by this Agreement except for (i) the filing of applications and notices with, and approval of such applications and notices from, the Federal Reserve and the Bureau of Financial Institutions division of the State Corporation Commission of the Commonwealth of Virginia, (ii) the filing by FXNC with the SEC of the Registration Statement in this Agreementwhich the Joint Proxy Statement/Prospectus will be included, and declaration of effectiveness of the Registration Statement, (iii) the filing of the Articles of Merger with the Commonwealth of Virginia State Corporation Commission, (iv) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the rules and regulations of The Nasdaq Stock Market, as to FXNC, or Financial Industry Regulatory Authority, Inc., as to Touchstone, (v) notices or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, if any, and (vi) filings, consents, permits, exemptions, qualifications or registrations under state securities or “blue sky” Laws.

Authority; No Breach By Agreement. (a) Subject to the actions required for listing by NASDAQ of the shares to be issued to FNBG shareholders, which GB&T shall promptly undertake, GB&T has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of GB&T. Subject FNBG, subject to the approval of this Agreement by the holders of a majority of the outstanding shares of GB&TFNBG Common Stock, which is the only shareholder vote required for approval of this Agreement and consummation of the Merger by FNBG. Subject to such requisite shareholder approval, this Agreement represents a legal, valid and binding obligation of GB&TFNBG, enforceable against GB&T FNBG in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Except as described in Section 6.2 of the GB&T Disclosure Memorandum, neither Neither the execution and delivery of this Agreement by GB&TFNBG, nor nor, except as described in Section 5.2 of the FNBG Disclosure Memorandum, the consummation by GB&T FNBG of the transactions contemplated hereby, nor compliance by GB&T FNBG with any of the provisions hereof will (i) conflict with or result in a breach of any provision of GB&TFNBG's Articles of Incorporation or Bylaws, or (ii) to the Knowledge of FNBG subject to the receipt of the requisite approvals referred to in Section 9.1(b) of this Agreement, constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any GB&T FNBG Company under, any Contract or Permit of any GB&T FNBG Company, where such Default or Lien, or any failure to obtain such Consent, is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on GB&TFNBG, or (iii) to the Knowledge of FNBG subject to receipt of the requisite approvals referred to in Section 9.1(b9.1 (b) of this Agreement, violate any Law or Order applicable to any GB&T FNBG Company or any of their respective Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NASDAQ, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, and other than Consents, filings or notifications which, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on GB&TFNBG, no notice to, filing with, or Consent of, of any public body or authority is necessary for the consummation by GB&T FNBG of the Merger and the other transactions contemplated in this Agreement.

Authority; No Breach By Agreement. (a) Subject to the actions required for listing by NASDAQ of the shares to be issued to FNBG CT Financial Services shareholders, which GB&T shall promptly undertake, GB&T has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of GB&T. Subject to the approval of this Agreement by the holders of a majority of the outstanding shares of GB&T, this Agreement represents a legal, valid and binding obligation of GB&T, enforceable against GB&T in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Except as described in Section 6.2 of the GB&T Disclosure Memorandum, neither the execution and delivery of this Agreement by GB&T, nor the consummation by GB&T of the transactions contemplated hereby, nor compliance by GB&T with any of the provisions hereof will (i) conflict with or result in a breach of any provision of GB&T's Articles of Incorporation or Bylaws, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any GB&T Company under, any Contract or Permit of any GB&T Company, where such Default or Lien, or any failure to obtain such Consent, is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on GB&T, or (iii) subject to receipt of the requisite approvals referred to in Section 9.1(b) of this Agreement, violate any Law or Order applicable to any GB&T Company or any of their respective Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NASDAQ, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, and other than Consents, filings or notifications which, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on GB&T, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by GB&T of the Merger and the other transactions contemplated in this Agreement.

Authority; No Breach By Agreement. (a) Subject to the actions required for listing by NASDAQ of the shares to be issued to FNBG shareholders, which GB&T shall promptly undertake, GB&T ANB has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated herebyprovided for herein. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated provided for herein, including the Merger, have been been, or prior to the Effective Time will be, duly and validly authorized by all necessary corporate action in respect thereof on the part of GB&T. ANB. Subject to the approval of this Agreement by the holders of a majority of the outstanding shares of GB&Trequired regulatory consents, this Agreement represents a legal, valid and binding obligation of GB&TANB, enforceable against GB&T ANB in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought)terms. (b) Except as described in Section 6.2 of the GB&T Disclosure Memorandum, neither Neither the execution and delivery of this Agreement by GB&TANB, nor the consummation by GB&T ANB of the transactions contemplated herebyprovided for herein, nor compliance by GB&T ANB with any of the provisions hereof hereof, will (i) conflict with or result in a breach of any provision of GB&T's Articles ANB’s Restated Certificate of Incorporation or Bylaws, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any GB&T ANB Company under, any Contract or Permit of any GB&T ANB Company, where such Default or Lien, or any failure to obtain such Consent, Consent is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on GB&TANB, or or, (iii) subject to receipt of the requisite approvals referred to in Section subsection 9.1(b) of this Agreement, violate any Law or Order applicable to any GB&T ANB Company or any of their respective Assets. (c) Other than (i) in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NASDAQNASD, and other than (ii) Consents required from Regulatory Authorities, and other than (iii) notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, and other than (iv) Consents, filings or notifications which, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on GB&TANB, no notice to, filing with, with or Consent of, any public body or authority is necessary for the consummation by GB&T ANB of the Merger and the other transactions contemplated provided for in this Agreement.

Authority; No Breach By Agreement. (a) Subject to the actions required for listing by NASDAQ of the shares to be issued to FNBG shareholders, which GB&T shall promptly undertake, GB&T Xxxxxxx has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and and, subject to approval by its stockholders, to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of GB&T. Subject Xxxxxxx, subject to the approval of this Agreement by the holders of at least a majority of the outstanding shares of GB&TXxxxxxx Common Stock, which is the only shareholder vote required for approval of this Agreement and consummation of the Merger by Xxxxxxx. Subject to such requisite shareholder approval and Consents of applicable Regulatory Authorities, this Agreement represents a legal, valid and binding obligation of GB&TXxxxxxx, enforceable against GB&T Xxxxxxx in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, moratorium or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Except as described in Section 6.2 of the GB&T Disclosure MemorandumPreviously Disclosed, neither the execution and delivery of this Agreement by GB&T, Xxxxxxx nor the consummation by GB&T Xxxxxxx of the transactions contemplated hereby, nor compliance by GB&T Xxxxxxx with any of the provisions hereof hereof, will (i) conflict with or result in a breach of any provision of GB&T's Xxxxxxx'x Articles of Incorporation or Bylaws, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on either Xxxxxxx or any Asset Subsidiary or all of any GB&T Company them under, any Contract or Permit of either Xxxxxxx or any GB&T CompanySubsidiary or all of them, where such Default or Lien, or any failure to obtain such Consent, is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on GB&TXxxxxxx, or (iii) subject to receipt of the requisite approvals referred to in Section 9.1(b9.1(a) and (b) of this Agreement, violate any Law or Order applicable to any GB&T Company either Xxxxxxx or Bank or both or any of their respective Material Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate , banking and securities Laws, Laws and rules of the NASDAQAMEX, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service IRS or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, and other than Consents, filings or notifications which, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on GB&T, Xxxxxxx no notice to, filing with, with or Consent of, any public body or authority is necessary for the consummation by GB&T Xxxxxxx of the Merger and the other transactions contemplated in this Agreement.

Authority; No Breach By Agreement. (a) Subject to the actions required for listing by NASDAQ of the shares to be issued to FNBG shareholders, which GB&T shall promptly undertake, GB&T JBI has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated herebyprovided for herein. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated provided for herein, including the Merger, have been been, or prior to the Effective Time will be, duly and validly authorized by all necessary corporate action in respect thereof on the part of GB&T. JBI. Subject to the approval of this Agreement by the holders of a majority of the outstanding shares of GB&Trequired regulatory consents, this Agreement represents a legal, valid and binding obligation of GB&TJBI, enforceable against GB&T JBI in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought)terms. (b) Except as described in Section 6.2 of the GB&T Disclosure Memorandum, neither Neither the execution and delivery of this Agreement by GB&TJBI, nor the consummation by GB&T JBI of the transactions contemplated herebyprovided for herein, nor compliance by GB&T JBI with any of the provisions hereof hereof, will (i) conflict with or result in a breach of any provision of GB&T's JBI’s Restated Articles of Incorporation or Bylaws, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any GB&T JBI Company under, any Contract or Permit of any GB&T JBI Company, where such Default or Lien, or any failure to obtain such Consent, Consent is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on GB&TJBI, or or, (iii) subject to receipt of the requisite approvals referred to in Section subsection 9.1(b) of this Agreement, violate any Law or Order applicable to any GB&T JBI Company or any of their respective Assets. (c) Other than (i) in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NASDAQNASD, and other than (ii) Consents required from Regulatory Authorities, and other than (iii) notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, and other than (iv) Consents, filings or notifications which, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on GB&TJBI, no notice to, filing with, with or Consent of, any public body or authority is necessary for the consummation by GB&T JBI of the Merger and the other transactions contemplated provided for in this Agreement.

Authority; No Breach By Agreement. (a) Subject to the actions required for listing by NASDAQ Each of the shares to be issued to FNBG shareholders, which GB&T shall promptly undertake, GB&T Yadkin Valley and YVB has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of GB&T. Yadkin Valley and YVB. Subject to the approval of this Agreement by the holders of a majority receipt of the outstanding shares requisite Consents of GB&TRegulatory Authorities, this Agreement represents a legal, valid valid, and binding obligation obligations of GB&T, Yadkin Valley and YVB and is enforceable against GB&T Yadkin Valley and YVB in accordance with its their respective terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' ’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Except as described in Section 6.2 of the GB&T Disclosure Memorandum, neither Neither the execution and delivery of this Agreement by GB&TYVB, nor the consummation by GB&T YVB of the transactions contemplated hereby, nor compliance by GB&T YVB with any of the provisions hereof hereof, will (i) conflict with or result in a breach of any provision of GB&T's YVB’s Articles of Incorporation or BylawsBylaws or the certificate or articles of incorporation or bylaws of Yadkin Valley or any resolution adopted by the Board of Directors or the shareholders of Yadkin Valley or YVB that is currently in effect, or (ii) constitute or result in a Default under, or require any Consent pursuant to, accelerate the performance required by, or result in the creation of any Lien on any Asset of any GB&T Company under, YVB or Yadkin Valley under any Contract or Permit of any GB&T CompanyYVB or Yadkin Valley or, where such Default or Lien, or any failure to obtain such Consent, is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on GB&T, or (iii) subject to receipt of the requisite approvals Consents referred to in Section 9.1(b) of this Agreement), violate constitute or result in a Default under, or require any Consent pursuant to, any Law or Order applicable to any GB&T Company YVB or Yadkin Valley or any of their respective material Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NASDAQ, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, and other than Consents, filings or notifications which, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on GB&T, no notice to, filing with, or Consent of, of any public body or governmental authority is necessary for the consummation by GB&T Yadkin Valley and YVB of the Merger Merger, and the other transactions contemplated in this Agreement.

Authority; No Breach By Agreement. (a) Subject to the actions required for listing by NASDAQ of the shares to be issued to FNBG shareholders, which GB&T shall promptly undertake, GB&T Acquiror has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and the Other Acquiror Agreements and to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery and performance of this Agreement and the Other Acquiror Agreements by Acquiror and the consummation by Acquiror of the transactions contemplated hereinherein and therein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of GB&T. Subject to the approval of this Agreement by the holders of a majority of the outstanding shares of GB&T, this Acquiror. This Agreement represents a legal, valid valid, and binding obligation of GB&TAcquiror, enforceable against GB&T Acquiror in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). Upon the execution and delivery by Acquiror of the Other Acquiror Agreements, such Other Acquiror Agreements will constitute the legal, valid and binding obligations of Acquiror, enforceable against Acquiror in accordance with their respective terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought. (b) Except as described in Section 6.2 of the GB&T Disclosure Memorandum, neither Neither the execution and delivery of this Agreement by GB&TAcquiror and Sub, nor the consummation by GB&T Acquiror and Sub of the transactions contemplated hereby, nor compliance by GB&T Acquiror and Sub with any of the provisions hereof hereof, will (i) conflict with or result in a breach of any provision of GB&TAcquiror's or Sub's Certificate or Articles of Incorporation or Bylaws, or any resolution adopted by the board of directors or the shareholders of Acquiror or Sub, or (ii) except as disclosed in Section 7.2 of the Acquiror Disclosure Memorandum, constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any GB&T Company Acquiror Entity under, any Contract or Permit of any GB&T CompanyAcquiror Entity, where such Default or Lien, or any failure to obtain such Consent, is reasonably likely to have, individually or in the aggregate, a an Acquiror Material Adverse Effect on GB&TEffect, or or, (iii) subject to receipt of the requisite approvals Consents referred to in Section 9.1(b) of this Agreement10.1(b), violate constitute or result in a Default under, or require any Consent pursuant to, any Law or Order applicable to any GB&T Company Acquiror Entity or any of their respective AssetsMaterial Assets (including any Acquiror Entity or any Company Entity becoming subject to or liable for the payment of any Tax or any of the Assets owned by any Acquiror Entity or any Company Entity being reassessed or revalued by any Taxing authority), where such Default, or any failure to obtain such Consent, is reasonably likely to have, individually or in the aggregate, an Acquiror Material Adverse Effect. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NASDAQNYSE, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, or under the HSR Act, and other than Consents, filings filings, or notifications which, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a an Acquiror Material Adverse Effect on GB&TEffect, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by GB&T Acquiror or Sub of the Merger and the other transactions contemplated in this Agreement.

Authority; No Breach By Agreement. (a) Subject to the actions required for listing by NASDAQ of the shares to be issued to FNBG shareholders, which GB&T shall promptly undertake, GB&T FCB has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and, subject to necessary shareholder and regulatory approvals, to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of GB&T. Subject FCB, subject to the approval of this Agreement by the holders of a majority of the outstanding shares of GB&TFCB Common Stock entitled to vote at the FCB Meeting. Subject to the Consents of Regulatory Authorities and FCB shareholder approval, this Agreement represents a legal, valid and binding obligation of GB&TFCB, enforceable against GB&T FCB in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, moratorium or similar Laws affecting the enforcement of creditors' ’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Except as described in Section 6.2 of the GB&T Disclosure Memorandum, neither Neither the execution and delivery of this Agreement by GB&T, FCB nor the consummation by GB&T FCB of the transactions contemplated hereby, nor compliance by GB&T FCB with any of the provisions hereof hereof, will (i) conflict with or result in a breach of any provision of GB&T's the Articles of Incorporation or BylawsBylaws of any FCB Company, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any GB&T FCB Company under, any Contract or Permit of any GB&T FCB Company, where such Default or Lien, or any failure to obtain such Consent, is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on GB&TFCB, or (iii) subject to receipt of the requisite approvals referred to in Section 9.1(b9.1(a) and (b) of this Agreement, violate any Law or Order applicable to any GB&T FCB Company or any of their respective Assets. (c) Other No notice to, filing with or Consent of any public body or authority is necessary for the consummation by FCB of the Merger and the transaction contemplated in this Agreement other than (i) in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NASDAQ, and other than (ii) Consents required from Regulatory Authorities, and other than (iii) notices to or filings with the Internal Revenue Service IRS or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, (iv) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and other than (v) Consents, filings or notifications which, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on GB&T, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by GB&T of the Merger and the other transactions contemplated in this AgreementFCB.

Authority; No Breach By Agreement. (a) Subject to the actions required for listing by NASDAQ of the shares to be issued to FNBG shareholders, which GB&T shall promptly undertake, GB&T Bank has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of GB&T. Subject Bank, subject to the approval of this Agreement by the holders of at least a majority of the outstanding shares of GB&TBank Common Stock, which is the only shareholder vote required for approval of this Agreement and consummation of the Merger by Bank. Subject to such requisite shareholder approval and Consents of Regulatory Authorities, this Agreement represents a legal, valid and binding obligation of GB&TBank, enforceable against GB&T Bank in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, moratorium or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Except as described in Section 6.2 of the GB&T Disclosure MemorandumPreviously Disclosed, neither the execution and delivery of this Agreement by GB&T, Bank nor the consummation by GB&T Bank of the transactions contemplated hereby, nor compliance by GB&T Bank with any of the provisions hereof hereof, will (i) conflict with or result in a breach of any provision of GB&TBank's Articles of Incorporation or Bylaws, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any GB&T Company Bank under, any Contract or Permit of any GB&T CompanyBank, where such Default or Lien, or any failure to obtain such Consent, is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on GB&TBank, or (iii) subject to receipt of the requisite approvals referred to in Section 9.1(b9.1(a) and (b) of this Agreement, violate any Law or Order applicable to any GB&T Company Bank or any of their respective its Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NASDAQ, Laws and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service IRS or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, and or other than Consents, filings or notifications which, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on GB&T, Bank no notice to, filing with, with or Consent of, any public body or authority is necessary for the consummation by GB&T Bank of the Merger and the other transactions contemplated in this Agreement.

Authority; No Breach By Agreement. (a) Subject to the actions required for listing by NASDAQ of the shares to be issued to FNBG shareholders, which GB&T shall promptly undertake, GB&T North Xxxxxx has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of GB&T. Subject North Xxxxxx, subject to the approval of this Agreement by the holders of a majority of the outstanding shares of GB&TNorth Xxxxxx Common Stock, which is the only shareholder vote required for approval of this Agreement and consummation of the Merger by North Xxxxxx. Subject to such requisite shareholder approval, this Agreement represents a legal, valid and binding obligation of GB&TNorth Xxxxxx, enforceable against GB&T North Xxxxxx in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Except as described in Section 6.2 of the GB&T Disclosure Memorandum, neither Neither the execution and delivery of this Agreement by GB&TNorth Xxxxxx, nor nor, except as described in Section 5.2 of the North Xxxxxx Disclosure ---------- Memorandum, the consummation by GB&T North Xxxxxx of the transactions contemplated ---------- hereby, nor compliance by GB&T North Xxxxxx with any of the provisions hereof will (i) conflict with or result in a breach of any provision of GB&T's North Xxxxxx'x Articles of Incorporation or Bylaws, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any GB&T North Xxxxxx Company under, any Contract or Permit of any GB&T North Xxxxxx Company, where such Default or Lien, or any failure to obtain such Consent, is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on GB&TNorth Xxxxxx, or (iii) subject to receipt of the requisite approvals referred to in Section 9.1(b9.1 (b) of this Agreement, violate any Law or Order applicable to any GB&T North Xxxxxx Company or any of their respective Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NASDAQNASD, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, and other than Consents, filings or notifications which, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on GB&TNorth Xxxxxx, no notice to, filing with, or Consent of, of any public body or authority is necessary for the consummation by GB&T North Xxxxxx of the Merger and the other transactions contemplated in this Agreement.

Authority; No Breach By Agreement. (a) Subject to the actions required for listing by NASDAQ of the shares to be issued to FNBG shareholders, which GB&T shall promptly undertake, GB&T Ambanc has the corporate power and authority necessary to execute, deliver deliver, and perform its obligations under this Agreement and the Plan of Merger and to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery delivery, and performance of this Agreement and the Plan of Merger, and the consummation of the transactions contemplated hereinherein and therein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of GB&T. Subject Ambanc, subject to the approval of this Agreement and the Plan of Merger by the holders of a majority of the issued and outstanding shares of GB&TAmbanc Common Stock, voting together as one class, as required by Law, which is the only stockholder vote required for approval of this Agreement and the Plan of Merger and consummation of the Merger by Ambanc. Subject to such requisite stockholder approval, this Agreement represents a and the Plan of Merger represent legal, valid valid, and binding obligation obligations of GB&TAmbanc, enforceable against GB&T Ambanc in accordance with its their respective terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Except as described in Section 6.2 of the GB&T Disclosure Memorandum, neither Neither the execution and delivery of this Agreement and the Plan of Merger by GB&TAmbanc, nor the consummation by GB&T Ambanc of the transactions contemplated herebyhereby or thereby, nor compliance by GB&T Ambanc with any of the provisions hereof or thereof, will (i) conflict with or result in a breach of any provision of GB&TAmbanc's Articles of Incorporation or Bylaws, Bylaws or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any GB&T Ambanc Company under, any Contract or Permit of any GB&T Ambanc Company, where such Default or Lien, or any failure to obtain such Consent, is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on GB&TAmbanc, or (iii) subject to receipt of the requisite approvals Consents referred to in Section 9.1(b) of this Agreement, violate any Law or Order applicable to any GB&T Ambanc Company or any of their respective Material Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, Laws and applicable state corporate and securities Laws, and rules of the NASDAQ, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, or under the HSR Act, and other than Consents, filings filings, or notifications which, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on GB&TAmbanc, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by GB&T Ambanc of the Merger and the other transactions contemplated in this AgreementAgreement and the Plan of Merger. (d) Holders of shares of Ambanc Common Stock do not have the right to dissent from the Merger under Chapter 44 of the IBCL.

Authority; No Breach By Agreement. (a) Subject to the actions required for listing by NASDAQ of the shares to be issued to FNBG shareholders, which GB&T shall promptly undertake, GB&T TIB has the corporate power and authority necessary to execute, deliver deliver, and perform its obligations under this Agreement Agreement, the Relationship Agreement, the Registration Rights Agreement, and each of the Common Stock Warrants issued of even date by TIB to the Purchasers (collectively with the Agreement, the “Transaction Agreements”) and to consummate the transactions contemplated herebyby the Transaction Agreements. The execution, delivery delivery, and performance of this Agreement the Transaction Agreements and the consummation of the transactions contemplated herein, including the Merger, thereby have been or will be duly and validly authorized by all necessary corporate action in respect thereof on the part of GB&T. Subject to the approval of this Agreement by the holders of a majority TIB. Each of the outstanding shares of GB&T, this Agreement Transaction Agreements represents a legal, valid valid, and binding obligation of GB&TTIB, enforceable against GB&T it in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar Laws laws affecting the enforcement of creditors' ’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Except as described in Section 6.2 of the GB&T Disclosure Memorandum, neither Neither the execution and delivery of this Agreement the Transaction Agreements by GB&TTIB, nor the consummation by GB&T TIB of the transactions contemplated herebythereby, nor compliance by GB&T TIB with any of the provisions hereof thereof, will (i) conflict with or result in a breach of any provision of GB&T's TIB’s Restated Articles of Incorporation or Bylaws, or (ii) constitute or result in a Default default under, or require any Consent consent pursuant to, or result in the creation of any Lien lien on any Asset of the Shares or any GB&T Company asset of TIB or the Banks under, any Contract contract or Permit agreement of any GB&T Companyof such party which, where in any such Default or Liencase, would result in a Material Adverse Effect, or (iii) violate any failure law or order applicable to obtain any of such Consentparties or any of their respective assets. (c) Other consents, is reasonably likely to filings, or notifications which, if not obtained or made, would not have, individually or in the aggregate, a Material Adverse Effect on GB&T, or (iii) subject to receipt of the requisite approvals referred to in Section 9.1(b) of this Agreement, violate any Law or Order applicable to any GB&T Company or any of their respective Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NASDAQ, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, and other than Consents, filings or notifications which, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on GB&TTIB, no notice to, filing with, or Consent consent of, any public body or authority is necessary for the consummation by GB&T TIB of the Merger Share Purchase and the other transactions contemplated in this Agreementthe Transaction Agreements.

Authority; No Breach By Agreement. (a) Subject to the actions required for listing by NASDAQ Each of the shares to be issued to FNBG shareholders, which GB&T shall promptly undertake, GB&T WGNB and Purchaser Bank has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the MergerMergers, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of GB&T. WGNB and Purchaser Bank. Subject to the approval of this Agreement by the holders of a majority WGNB’s shareholders, and receipt of the outstanding shares requisite Consents of GB&TRegulatory Authorities, this Agreement represents a legal, valid valid, and binding obligation of GB&TWGNB and Purchaser Bank, enforceable against GB&T each of WGNB and Purchaser Bank in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' ’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Except as described in Section 6.2 of the GB&T Disclosure Memorandum, neither Neither the execution and delivery of this Agreement by GB&TWGNB or Purchaser Bank, nor the consummation by GB&T WGNB or Purchaser Bank of the transactions contemplated hereby, nor compliance by GB&T WGNB or Purchaser Bank with any of the provisions hereof hereof, will (i) conflict with or result in a breach of any provision of GB&T's WGNB’s Articles of Incorporation or BylawsBylaws or any resolution adopted by the board of directors or the shareholders of WGNB that is currently in effect, or (ii) conflict with or result in a breach of any provision of Purchaser Bank’s Articles of Association or Bylaws or any resolution adopted by the board of directors or the shareholders of Purchaser Bank that is currently in effect, (iii) except as disclosed in Section 6.2(b) of the WGNB Disclosure Memorandum, constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any GB&T Company WGNB Entity under, any Contract or Permit of any GB&T Companythe WGNB Entities, where such Default or Lien, or any failure to obtain such Consent, is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on GB&T, or (iiiiv) subject to receipt of the requisite approvals Consents referred to in Section 9.1(b) of this Agreement), violate constitute or result in a Default under, or require any Consent pursuant to, any Law or Order applicable to any GB&T Company the WGNB Entities or any of their respective AssetsAssets (including any WGNB Entity or First Xxxxxxxx becoming subject to or liable for the payment of any Tax or any of the Assets owned by any WGNB Entity or First Xxxxxxxx being reassessed or revalued by any Taxing authority). (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NASDAQNasdaq Capital Market, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service IRS or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, and other than Consents, filings or notifications which, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on GB&T, no notice to, filing with, or Consent of, of any public body or authority is necessary for the consummation by GB&T WGNB of the Merger Company Merger, by Purchaser Bank of the Bank Merger, and the other transactions contemplated in this Agreement.

Authority; No Breach By Agreement. (a) Subject to the actions required for listing by NASDAQ of the shares to be issued to FNBG shareholders, which GB&T shall promptly undertake, GB&T Premiere has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, herein have been duly and validly authorized by all necessary corporate action in respect thereof on the part of GB&T. Subject to the approval of this Agreement by the holders of a majority of the outstanding shares of GB&T, this Premiere. This Agreement represents a legal, valid valid, and binding obligation of GB&TPremiere, enforceable against GB&T Premiere in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Except as described in Section 6.2 of the GB&T Disclosure Memorandum, neither Neither the execution and delivery of this Agreement by GB&TPremiere, nor the consummation by GB&T Premiere of the transactions contemplated hereby, nor compliance by GB&T Premiere with any of the provisions hereof hereof, will (i) conflict with or result in a breach of any provision of GB&TPremiere's Articles of Incorporation or BylawsBylaws or any resolution adopted by the board of directors or shareholders of Premiere or any of its Subsidiaries, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any GB&T Company Premiere Entity under, any Contract or Permit of any GB&T CompanyPremiere Entity, where such Default or Lien, or any failure to obtain such Consent, is reasonably likely to have, individually or in the aggregate, a Premiere Material Adverse Effect on GB&TEffect, or or, (iii) subject to receipt of the requisite approvals Consents referred to in Section 9.1(b) of this Agreement), violate constitute or result in a Default under, or require any Consent pursuant to, any Law or Order applicable to any GB&T Company Premiere Entity or any of their respective material Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NASDAQ, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, and other than Consents, filings or notifications which, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on GB&T, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by GB&T of the Merger and the other transactions contemplated in this Agreement.

Authority; No Breach By Agreement. (a) Subject to the actions required for listing by NASDAQ of the shares to be issued to FNBG shareholders, which GB&T shall promptly undertake, GB&T New Iberia has the corporate power and authority necessary to execute, deliver deliver, and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery delivery, and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of GB&T. Subject New Iberia, subject to the approval of this Agreement by the holders of a majority required vote of the outstanding shares of GB&T, this Agreement represents a legal, valid and binding obligation of GB&T, enforceable against GB&T in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought).A-8 (b) Except as described in Section 6.2 of the GB&T Disclosure Memorandum, neither Neither the execution and delivery of this Agreement by GB&TNew Iberia, nor the consummation by GB&T New Iberia of the transactions contemplated hereby, nor compliance by GB&T New Iberia with any of the provisions hereof hereof, will (i) conflict with or result in a breach of any provision of GB&TNew Iberia's Articles of Incorporation or Bylaws, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any GB&T New Iberia Company under, any Contract or Permit of any GB&T New Iberia Company, where such Default or Lien, or any failure to obtain such Consent, is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on GB&TNew Iberia, or (iii) subject to receipt of the requisite approvals referred to in Section 9.1(b) of this Agreement, violate any Law or Order applicable to any GB&T New Iberia Company or any of their respective material Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NASDAQAMEX and the NASD, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation or both with respect to any employee benefit plans, or under the HSR Act, and other than Consents, filings filings, or notifications which, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on GB&TNew Iberia, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by GB&T New Iberia of the Merger and the other transactions contemplated in this Agreement.

Authority; No Breach By Agreement. (a) Subject to the actions required for listing by NASDAQ Each of the shares to be issued to FNBG shareholders, which GB&T shall promptly undertake, GB&T HeadXxxxxx.XXX xxx Merger Sub has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of GB&T. Subject each of HeadXxxxxx.XXX xxx Merger Sub, subject, in the case of performance only, to the any required approval of this Agreement by the holders of a majority HeadXxxxxx.XXX xxxmon stock. The Board of Directors of HeadXxxxxx.XXX xxx taken all action necessary to render the limitations on business combinations contained in Sections 14-2-1111 and 14-2-1132 of the outstanding shares of GB&T, this GBCC (or any similar provision) inapplicable to the Merger. This Agreement represents a legal, valid and binding obligation of GB&Teach of HeadXxxxxx.XXX xxx Merger Sub, enforceable against GB&T each of them in accordance with its terms (terms, except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratoriumreceivership, conservatorship, moratorium or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Except as described in Section 6.2 of the GB&T Disclosure Memorandum, neither Neither the execution and delivery of this Agreement by GB&THeadXxxxxx.XXX xx Merger Sub, nor the consummation by GB&T HeadXxxxxx.XXX xx Merger Sub of the transactions contemplated hereby, nor compliance by GB&T HeadXxxxxx.XXX xx Merger Sub with any of the provisions hereof hereof, will (i) conflict with or result in a breach of any provision of GB&T's the Articles of Incorporation of HeadXxxxxx.XXX, xxe Certificate of Incorporation of Merger Sub or Bylawsthe Bylaws of HeadXxxxxx.XXX xx Merger Sub, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any GB&T Company underHeadXxxxxx.XXX xxxer, any Contract or Permit of any GB&T CompanyHeadXxxxxx.XXX, where xxere such Default or Lien, or any failure to obtain such Consent, is reasonably likely to have, individually or in the aggregate, a Material HeadXxxxxx.XXX Xxxerial Adverse Effect on GB&TEffect, or or, (iii) subject to receipt of the requisite approvals Consents referred to in Section 9.1(b) of this Agreement11.1(b), violate constitute or result in a Default under, or require any Consent pursuant to, any Law or Order applicable to any GB&T Company or HeadXxxxxx.XXX xx any of their respective its material Assets, or to Merger Sub. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NASDAQ, NASD and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, or under the HSR Act, and other than Consents, filings or notifications which, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Material HeadXxxxxx.XXX Xxxerial Adverse Effect on GB&TEffect, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by GB&T HeadXxxxxx.XXX xx Merger Sub of the Merger and the other transactions contemplated in this Agreement.

Authority; No Breach By Agreement. (a) Subject to the actions required for listing by NASDAQ of the shares to be issued to FNBG shareholders, which GB&T shall promptly undertake, GB&T Mutual has the corporate power and authority necessary to execute, deliver deliver, and perform its obligations under this Agreement and the Plan of Merger and to consummate the transactions contemplated herebyhereby and thereby. The Except as set forth in Section 5.2(a) of the Mutual Disclosure Memorandum, the execution, delivery delivery, and performance of this Agreement and the Plan of Merger, and the consummation of the transactions contemplated hereinherein and therein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of GB&T. Subject Mutual, subject to the approval of this Agreement and the Plan of Merger by the holders of a majority of the issued and outstanding shares of GB&TMutual Common Stock, voting together as one class, as required by Law, which is the only stockholder vote required for approval of this Agreement and the Plan of Merger and consummation of the Merger by Mutual. Subject to such requisite stockholder approval and as set forth in Section 5.2(a) of the Mutual Disclosure Memorandum, this Agreement represents a and the Plan of Merger represent legal, valid valid, and binding obligation obligations of GB&TMutual, enforceable against GB&T Mutual in accordance with its their respective terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Except as described in Section 6.2 of the GB&T Disclosure Memorandum, neither Neither the execution and delivery of this Agreement and the Plan of Merger by GB&TMutual, nor the consummation by GB&T Mutual of the transactions contemplated herebyhereby or thereby, nor compliance by GB&T Mutual with any of the provisions hereof or thereof, will (i) conflict with or result in a breach of any provision of GB&TMutual's Articles Certificate of Incorporation or Bylaws, Bylaws or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any GB&T Mutual Company under, any Contract or Permit of any GB&T Mutual Company, where such Default or Lien, or any failure to obtain such Consent, is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on GB&TMutual, or (iii) subject to receipt of the requisite approvals Consents referred to in Section 9.1(b) of this Agreement, violate any Law or Order applicable to any GB&T Mutual Company or any of their respective Material Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, Laws and applicable state corporate and securities Laws, Laws and rules of the NASDAQNasdaq, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, or under the HSR Act, and other than Consents, filings filings, or notifications which, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on GB&TMutual, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by GB&T Mutual of the Merger and the other transactions contemplated in this AgreementAgreement and the Plan of Merger.

Authority; No Breach By Agreement. (a) Subject to the actions required for listing by NASDAQ Each of the shares to be issued to FNBG shareholders, which GB&T shall promptly undertake, GB&T Buyer and Merger Sub has the corporate power and authority necessary to executeexecute and deliver this Agreement and, deliver subject to any necessary approvals referred to in Sections 8.1(b) and 8.1(c), to perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery delivery, and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of GB&T. each of Buyer and Merger Sub. Subject to the approval of this Agreement by the holders of a majority of the outstanding shares of GB&Tany necessary approvals referred to in Sections 8.1(b) and 8.1(c), this Agreement represents a legal, valid valid, and binding obligation of GB&Teach of Buyer and Merger Sub, enforceable against GB&T each of Buyer and Merger Sub in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar Laws affecting the enforcement of creditors' ’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Except as described in Section 6.2 of the GB&T Disclosure Memorandum, neither Neither the execution and delivery of this Agreement by GB&TBuyer or Merger Sub, nor the consummation by GB&T Buyer or Merger Sub of the transactions contemplated hereby, nor compliance by GB&T Buyer or Merger Sub with any of the provisions hereof hereof, will (i) conflict with or result in a breach of any provision of GB&T's Buyer’s Certificate of Incorporation or Bylaws or Merger Sub’s Articles of Incorporation or Bylaws, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any GB&T Company under, any Contract or Permit of any GB&T Company, where such Default or Lien, or any failure to obtain such Consent, is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on GB&T, or (iii) subject to receipt of the requisite approvals referred to in Section 9.1(b) of this Agreement, violate any Law or Order applicable to any GB&T Company or any of their respective Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NASDAQ, Laws and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service IRS or the Pension Benefit Guaranty Corporation PBGC with respect to any employee benefit plansEmployee Benefit Plans, and other than Consents, filings filings, or notifications which, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Buyer Material Adverse Effect on GB&TEffect, no notice to, filing with, or Consent of, any public body or authority Governmental Authority is necessary for the consummation by GB&T of the Buyer or Merger Sub and the other transactions contemplated in this Agreement.

Authority; No Breach By Agreement. (a) Subject to the actions required for listing by NASDAQ of the shares to be issued to FNBG shareholders, which GB&T shall promptly undertake, GB&T ANB has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated herebyprovided for herein. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated provided for herein, including the Merger, have been been, or prior to the Effective Time will be, duly and validly authorized by all necessary corporate action in respect thereof on the part of GB&T. ANB. Subject to the approval of this Agreement by the holders of a majority of the outstanding shares of GB&Trequired regulatory consents, this Agreement represents a legal, valid and binding obligation of GB&TANB, enforceable against GB&T ANB in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) terms. Except as described in Section 6.2 of the GB&T Disclosure Memorandumset forth on Schedule 6.2(b), neither the execution and delivery of this Agreement by GB&TANB, nor the consummation by GB&T ANB of the transactions contemplated herebyprovided for herein, nor compliance by GB&T ANB with any of the provisions hereof hereof, will (i) conflict with or result in a breach of any provision of GB&T's Articles ANB’s Restated Certificate of Incorporation or Bylaws, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any GB&T ANB Company under, any Contract or Permit of any GB&T ANB Company, where such Default or Lien, or any failure to obtain such Consent, Consent is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on GB&TANB, or or, (iii) subject to receipt of the requisite approvals referred to in Section subsection 9.1(b) of this Agreement, violate any Law or Order applicable to any GB&T ANB Company or any of their respective Assets. (c) . Other than (i) in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NASDAQNASD, and other than (ii) Consents required from Regulatory Authorities, and other than (iii) notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, and other than (iv) Consents, filings or notifications which, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on GB&TANB, no notice to, filing with, with or Consent of, any public body or authority is necessary for the consummation by GB&T ANB of the Merger and the other transactions contemplated provided for in this Agreement.

Authority; No Breach By Agreement. (a) Subject to the actions required for listing by NASDAQ of the shares to be issued to FNBG shareholders, which GB&T shall promptly undertake, GB&T FLB has the corporate power and authority necessary to executeexecute and deliver this Agreement and, deliver subject to the approval and adoption of this Agreement by the shareholders of FLB and to such Consents of Regulatory Authorities as required under applicable Law, to perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery delivery, and performance of this Agreement by FLB and the consummation by FLB of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of GB&T. Subject FLB, subject to the approval of this Agreement by the holders its shareholders as contemplated by Section 8.1 of a majority this Agreement. Subject to such requisite shareholder approval (and assuming due authorization, execution and delivery by SCB) and to such Consents of the outstanding shares of GB&TRegulatory Authorities as required by applicable law, this Agreement represents a legal, valid valid, and binding obligation of GB&TFLB, enforceable against GB&T FLB in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, moratorium or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Except as described in Section 6.2 of the GB&T Disclosure Memorandum, neither Neither the execution and delivery of this Agreement by GB&TFLB, nor the consummation by GB&T FLB of the transactions contemplated hereby, nor compliance by GB&T FLB with any of the provisions hereof hereof, will (i) conflict with or result in a breach of any provision of GB&TFLB's Articles of Incorporation or Bylaws, or or, (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any GB&T FLB Company under, any Contract or Permit of any GB&T FLB Company, where such Default or Lien, or any failure to obtain such Consent, is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on GB&TFLB, or or, (iii) subject to receipt of the requisite approvals Consents referred to in Section 9.1(b9.1(a), (b) and (c) of this Agreement, violate any Order or any Law or Order applicable to any GB&T FLB Company or any of their respective Assetsmaterial Assets which will have a Material Adverse Effect on FLB. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NASDAQNYSE, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, or under the HSR Act, and other than Consents, filings filings, or notifications which, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on GB&TFLB, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by GB&T FLB of the Merger and the other transactions contemplated in this Agreement.

Authority; No Breach By Agreement. (a) Subject to the actions required for listing by NASDAQ of the shares to be issued to FNBG shareholders, which GB&T shall promptly undertake, GB&T Riva Bancshares has the corporate power and authority necessary to execute, deliver deliver, and perform its obligations under this Agreement and, subject to the approval and adoption of this Agreement by the shareholders of Riva Bancshares, to consummate the transactions contemplated hereby. The execution, delivery delivery, and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of GB&T. Subject Riva Bancshares, subject to the approval of this Agreement by the holders its shareholders. Subject to such requisite shareholder approval (and assuming due authorization, execution and delivery by Riva Bancshares and Premier) and to such Consents of a majority of the outstanding shares of GB&TRegulatory Authorities as required by applicable Law, this Agreement represents a legal, valid valid, and binding obligation of GB&TRiva Bancshares, enforceable against GB&T Riva Bancshares, in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Except as described in Section 6.2 of the GB&T Disclosure Memorandum, neither Neither the execution and delivery of this Agreement by GB&T, Riva Bancshares nor the consummation by GB&T Riva Bancshares of the transactions contemplated hereby, nor compliance by GB&T with Riva Xxxxxxxxxx xxxh any of the provisions hereof hereof, will (i) conflict with or result in a breach of any provision of GB&T's Articles the Certificate of Incorporation or Bylaws, Bylaws of Riva Bancshares or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any GB&T Company under, Riva Bancshares under any Contract or Permit of any GB&T CompanyRiva Bancshares, where such Default or Lien, or any failure to obtain such Consent, is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on GB&TRiva Bancshares, or or, (iii) subject to receipt of the requisite approvals Consents referred to in Section 9.1(b) of this Agreement, violate any Law or Order applicable to any GB&T Company Riva Bancshares or any of their its respective material Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NASDAQ, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, and other than Consents, filings filings, or notifications which, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on GB&TRiva Bancshares, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by GB&T Riva Bancshares of the Merger and the other transactions contemplated in this Agreement.

Authority; No Breach By Agreement. (a) Subject to the actions required for listing by NASDAQ of the shares to be issued to FNBG shareholders, which GB&T shall promptly undertake, GB&T BSB has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of GB&T. Subject BSB, subject to the approval of this Agreement by the required vote of the holders of a majority of the outstanding shares of GB&TBSB Common Stock, and consummation of the Merger by BSB. Subject to such requisite stockholder approval, this Agreement represents a legal, valid and binding obligation of GB&TBSB, enforceable against GB&T BSB in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, moratorium or similar Laws laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Except as described in Section 6.2 of the GB&T Disclosure Memorandum, neither Neither the execution and delivery of this Agreement by GB&TBSB, nor the consummation by GB&T BSB of the transactions contemplated hereby, nor compliance by GB&T BSB with any of the provisions hereof hereof, will (ii ) conflict with or result in a breach of any provision of GB&TBSB's Articles of Incorporation Charter or Bylaws, ; or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any GB&T BSB Company under, any Contract or Permit of any GB&T BSB Company, where such Default or Lien, or any failure to obtain such Consent, is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on GB&T, BSB; or (iii) subject to receipt of the requisite approvals Consents referred to in Section 9.1(b8.1(b) of this Agreement, violate any Law or Order applicable to any GB&T BSB Company or any of their respective material Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NASDAQ, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, and other than Consents, filings or notifications which, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on GB&T, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by GB&T of the Merger and the other transactions contemplated in this Agreement.

Authority; No Breach By Agreement. (a) Subject to the actions required for listing by NASDAQ of the shares to be issued to FNBG shareholders, which GB&T shall promptly undertake, GB&T The Company has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated herein, including the Mergerherein and therein, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of GB&T. the Company. Subject to the approval receipt of all Consents required from Governmental Bodies and the expiration of all mandatory waiting periods, assuming the due authorization, execution and delivery of this Agreement by the holders of a majority of the outstanding shares of GB&TBank and Premier, this Agreement each represents a legal, valid and binding obligation of GB&Tthe Company, enforceable against GB&T it in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought)terms. (b) Except as described in Section 6.2 of the GB&T Disclosure Memorandum, neither Neither the execution and delivery of this Agreement by GB&Tthe Company, nor the consummation by GB&T Company of the transactions contemplated herebyhereby or thereby, nor compliance by GB&T the Company with any of the provisions hereof or thereof will (i) conflict with or result in a breach of any provision of GB&Tthe Company's Articles of Incorporation or Bylaws, or (ii) constitute or result in a Default under, or require any Consent (excluding Consents required by Law or Order) pursuant to, or result in the creation of any Lien Encumbrance on any Asset material asset of any GB&T the Company under, any Contract or Permit Governmental Authorization of any GB&T Companyor applicable to the Company except for such Defaults and Encumbrances which will not, where and for such Default or LienConsents which, or any failure to obtain such Consentif not obtained, is reasonably likely to will not have, individually or in the aggregate, a Material Adverse Effect on GB&Tthe Company, or (iii) subject to receipt of the requisite approvals Consents referred to in Section 9.1(b7.1(b) of this Agreementhereof, violate any Law or Order applicable to any GB&T the Company or any of their respective Assetsits material assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NASDAQ, and other than (i) Consents required from Regulatory AuthoritiesGovernmental Bodies, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, and other than (ii) Consents, filings or notifications which, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on GB&Tthe Company, no notice to, filing with, or Consent of, any public body or authority Governmental Body is necessary for the consummation by GB&T the Company of the Merger and the other transactions contemplated in this Agreement.

Authority; No Breach By Agreement. (a) Subject to the actions required for listing by NASDAQ of the shares to be issued to FNBG shareholders, which GB&T shall promptly undertake, GB&T Lowe's has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of GB&T. Subject to the approval of this Agreement by the holders of a majority of the outstanding shares of GB&T, this Lowe's. This Agreement represents a legal, valid valid, and binding obligation of GB&TLowe's, enforceable against GB&T Lowe's in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Except as described in Section 6.2 of the GB&T Disclosure Memorandum, neither Neither the execution and delivery of this Agreement by GB&TLowe's, nor the consummation by GB&T Lowe's of the transactions contemplated hereby, nor compliance by GB&T Lowe's with any of the provisions hereof hereof, will (i) conflict with or result in a breach of any provision of GB&TLowe's Articles of Incorporation or Bylaws, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any GB&T Lowe's Company under, any Contract or Permit of any GB&T CompanyLowe's Company or, where such Default or Lien, or any failure to obtain such Consent, is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on GB&T, or (iii) subject to receipt satisfaction of the requisite approvals condition referred to in Section 9.1(b) of this Agreement), violate any Law or Order applicable to any GB&T Lowe's Company or any of their respective Assets. material Assets other than, in the case of clauses (cii) Other than in connection and (iii), any such conflicts, breaches, Defaults or compliance with the provisions other occurrences of the Securities Laws, applicable state corporate and securities Laws, and rules of the NASDAQ, and other than Consents required from Regulatory Authorities, and other than notices type referred to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, and other than Consents, filings or notifications which, if not obtained or made, above which are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on GB&T, no Lowe's. (c) No notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by GB&T Lowe's of the Merger and the other transactions contemplated in this Agreement, other than (i) the filing of a premerger notification and report form by Lowe's under the HSR Act; (ii) the filing with the SEC of (y) the Registration Statement and (z) such reports under Sections 13(a), 13(d), 15(d) or 16(a) of the 1934 Act as may be required in connection with this Agreement and the transactions contemplated hereby; (iii) with respect to Merger Corporation, the filing of the Articles of Merger with the Washington Secretary of State; (iv) such filings with governmental entities to satisfy the applicable requirements of state securities or "blue sky" laws; and (v) such consents, approvals, orders or authorizations the failure of which to be made or obtained are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on Lowe's.

Authority; No Breach By Agreement. (a) Subject to the actions required for listing by NASDAQ of the shares to be issued to FNBG shareholders, which GB&T shall promptly undertake, GB&T Farmers has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated herebyhereby and thereby, subject to the approval of this Agreement by the holders of two-thirds of the outstanding shares of Farmers Common Stock. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of GB&T. Subject Farmers, subject to the approval of this Agreement by the holders of a majority two-thirds of the outstanding shares of GB&TFarmers Common Stock, which is the only shareholder vote required for approval of this Agreement and consummation of the Merger by Farmers. Subject to such requisite shareholder approval, this Agreement represents a legal, valid and binding obligation of GB&TFarmers, enforceable against GB&T Farmers in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Except as described disclosed in Section 6.2 5.2(b) of the GB&T Farmers Disclosure ---------- Memorandum, neither the execution and delivery of this Agreement by GB&TFarmers, nor ---------- the consummation by GB&T Farmers of the transactions contemplated hereby, nor compliance by GB&T Farmers with any of the provisions hereof will (i) conflict with or result in a breach of any provision of GB&T's Farmers' Articles of Incorporation or Bylaws, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any GB&T Company Farmers under, any Contract or Permit of any GB&T CompanyFarmers, where such Default or Lien, or any failure to obtain such Consent, is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on GB&TFarmers, or (iii) subject to receipt of the requisite approvals referred to in Section 9.1(b) of this Agreement, violate any Law or Order applicable to any GB&T Company Farmers or any of their respective its Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NASDAQNASD, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, and other than Consents, filings or notifications which, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on GB&TFarmers, no notice to, filing with, or Consent of, of any public body or authority is necessary for the consummation by GB&T Farmers of the Merger and the other transactions contemplated in this Agreement.

Authority; No Breach By Agreement. (a) Subject to the actions required for listing by NASDAQ of the shares to be issued to FNBG shareholders, which GB&T shall promptly undertake, GB&T United has the corporate power and authority necessary to execute, execute and deliver this Agreement and to perform its obligations under this Agreement hereunder, and to consummate the transactions contemplated herebyprovided for herein. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated provided for herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of GB&T. Subject United, subject to the approval of this Agreement and the Merger by the holders of a majority of the outstanding shares of GB&TUnited Common Stock in accordance with the FBCA. Subject to such requisite stockholder approval and required regulatory consents, this Agreement represents constitutes a legal, valid and binding obligation of GB&TUnited, enforceable against GB&T United in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought)terms. (b) Except as described in Section 6.2 of the GB&T Disclosure Memorandumset forth on Schedule 5.2(b), neither the execution and delivery of this Agreement by GB&TUnited or the Subsidiary Merger Agreement by United Legacy Bank, nor the consummation by GB&T United of the transactions contemplated herebyprovided for in this Agreement or by United Legacy Bank of the transactions provided for in the Subsidiary Merger Agreement, nor compliance by GB&T United with any of the provisions hereof or by United Legacy Bank with any of the provisions of the Subsidiary Merger Agreement, will (i) conflict with or result in a breach of any provision of GB&T's United’s Articles of Incorporation or Bylaws, Bylaws or the Articles or Certificates of Incorporation or Bylaws or similar governing documents of any United Company or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any GB&T United Company under, any Contract or Permit of any GB&T United Company, where such Default or Lien, or any failure to obtain such Consent, Consent is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on GB&Tsuch United Company, or or, (iii) subject to receipt of the requisite Consents and approvals of Regulatory Authorities referred to in Section 9.1(b) of this Agreement, violate or conflict with any Law or Order applicable to any GB&T United Company or any of their respective Assets. (c) Other Except as set forth on Schedule 5.2(c), other than (i) in connection or compliance with the provisions of the Securities Laws, Laws and applicable state corporate and securities Laws, and rules of the NASDAQ, and other than (ii) Consents required from Regulatory Authorities, (iii) the approval by the stockholders of United of this Agreement and other than the Merger, (iv) notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, and other than (v) Consents, filings or notifications which, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on GB&Tthe United Company at issue, no notice to, filing with, with or Consent of, any Person or public body or authority is necessary for the consummation by GB&T United of the Merger and the other transactions contemplated provided for in this Agreement or for consummation by United Legacy Bank of the Subsidiary Merger. No consents or approvals of or filings or registrations with any Regulatory Authorities are necessary in connection with the execution and delivery by United of this Agreement.

Authority; No Breach By Agreement. (a) Subject to the actions required for listing by NASDAQ of the shares to be issued to FNBG shareholders, which GB&T shall promptly undertake, GB&T UPBNA has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the Bank Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on action, including valid authorization and adoption of this Agreement and the part Bank Plan of GB&T. Subject to the Merger by UPBNA's duly constituted Board of Directors and valid approval of this Agreement and the Bank Plan of Merger by the holders of a majority sole shareholder of the outstanding shares UPBNA Common Stock, which is the only shareholder vote required for approval of GB&Tthis Agreement and the Bank Plan of Merger and consummation of the Bank Merger by UPBNA. Assuming due authorization, execution and delivery of this Agreement by Republic, this Agreement (which, for purposes of this sentence, shall not include the Fee Termination Agreement) represents a legal, valid valid, and binding obligation of GB&TUPBNA, enforceable against GB&T UPBNA in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Except as described in Section 6.2 of the GB&T Disclosure Memorandum, neither Neither the execution and delivery of this Agreement (which, for purposes of clause (iii) of this sentence, shall not include the Fee Termination Agreement) by GB&TUPBNA, nor the consummation by GB&T of the transactions contemplated hereby, nor compliance by GB&T UPBNA with any of the provisions hereof hereof, will (i) conflict with or result in a breach of any provision of GB&TUPBNA's Articles of Incorporation Association or BylawsBy-laws, or (ii) constitute or result in a Default under, or require any Consent (excluding Consents required by Law or Order) pursuant to, or result in i the creation of any Lien on any material Asset of UPBNA or any GB&T Company UPBNA Subsidiary under, any Contract or Permit of any GB&T Company, where such Default or Lien, UPBNA or any failure to obtain UPBNA Subsidiary, except for such ConsentDefaults, is Liens and Consents, which, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on GB&TUPBNA, or (iii) subject to receipt of the requisite approvals referred to in Section 9.1(b) of this Agreement, violate any Law or Order applicable to UPBNA or any GB&T Company UPBNA Subsidiary or any of their respective material Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NASDAQ, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, or under the HSR Act, and other than Consents, filings filings, or notifications which, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on GB&TUPBNA, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by GB&T UPBNA Merger Subsidiary of the Merger or the consummation by UPBNA of the Bank Merger and the other transactions contemplated in this Agreement, the Plan of Merger, and the Bank Plan of Merger.

Authority; No Breach By Agreement. (a) Subject to the actions required for listing by NASDAQ of the shares to be issued to FNBG shareholders, which GB&T shall promptly undertake, GB&T FCB has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and, subject to necessary shareholder and regulatory approvals, to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of GB&T. Subject FCB, subject to the approval of this Agreement by the holders of a majority of the outstanding shares of GB&TFCB Common Stock entitled to vote at the FCB Meeting. Subject to the Consents of Regulatory Authorities and FCB shareholder approval, this Agreement represents a legal, valid and binding obligation of GB&TFCB, enforceable against GB&T FCB in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, moratorium or similar Laws affecting the enforcement of creditors' ’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Except as described in Section 6.2 of the GB&T Disclosure Memorandum, neither Neither the execution and delivery of this Agreement by GB&T, FCB nor the consummation by GB&T FCB of the transactions contemplated hereby, nor compliance by GB&T FCB with any of the provisions hereof hereof, will (i) conflict with or result in a breach of any provision of GB&T's the Articles of Incorporation or BylawsBylaws of any FCB Company, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any GB&T FCB Company under, any Contract or Permit of any GB&T FCB Company, where such Default or Lien, or any failure to obtain such Consent, is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on GB&TFCB, or (iii) subject to receipt of the requisite approvals referred to in Section 9.1(b9.1(a) and (b) of this Agreement, violate any Law or Order applicable to any GB&T FCB Company or any of their respective Assets. (c) Other No notice to, filing with or Consent of any public body or authority is necessary for the consummation by FCB of the Merger and the transaction contemplated in this Agreement other than (i) in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NASDAQ, and other than (ii) Consents required from Regulatory Authorities, and other than (iii) notices to or filings with the Internal Revenue Service IRS or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, (iv) under the Haxx-Xxxxx-Xxxxxx Xntitrust Improvements Act of 1976, as amended (the “HSR Act”), and other than (v) Consents, filings or notifications which, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on GB&T, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by GB&T of the Merger and the other transactions contemplated in this AgreementFCB.

Authority; No Breach By Agreement. (a) Subject to the actions required for listing by NASDAQ of the shares to be issued to FNBG shareholders, which GB&T shall promptly undertake, GB&T Lamcor has the corporate power and authority necessary to execute, deliver deliver, and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery delivery, and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of GB&T. Subject Lamcor, subject to the approval adoption of this Agreement by the holders of a majority of the outstanding shares of GB&TLamcor Common Stock (excluding all Shares beneficially owned or owned of record by Buyer or Buyer's Affiliates), which is the only shareholder vote required for approval of this Agreement and consummation of the Merger by Lamcor. Subject to such requisite Shareholder approval, and assuming the due authorization execution and delivery of this Agreement by Buyer and Sub, this Agreement represents a legal, valid valid, and binding obligation of GB&TLamcor, enforceable against GB&T Lamcor in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Except as described in Section 6.2 of the GB&T Disclosure Memorandum, neither Neither the execution and delivery of this Agreement by GB&TLamcor, nor the consummation by GB&T Lamcor of the transactions contemplated hereby, nor compliance by GB&T Lamcor with any of the provisions hereof hereof, will (i) conflict with or result in a breach of any provision of GB&TLamcor's Articles of Incorporation or Bylaws, or (ii) except as disclosed in Section 5.2 of the Lamcor Disclosure Memorandum, constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any GB&T Company Lamcor under, any Contract or Permit of any GB&T Company, where such Default or Lien, or any failure to obtain such Consent, is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on GB&T, Lamcor or (iii) subject to receipt of the requisite approvals Consents referred to in Section 9.1(b) of this Agreement), violate any Law or Order applicable to any GB&T Company Lamcor or any of their respective its Material Assets; except with respect to subparagraphs (ii) and (iii) above where any such breaches, defaults, violations or other occurrences would not, individually or in the aggregate, have a Material Adverse Effect on Lamcor's business or Assets. (c) Other than No notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by Lamcor of the Merger and the other transactions contemplated in this Agreement, except (i) in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NASDAQNASD, and other than (ii) for Consents required from Regulatory Authorities, Authorities and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, or under the HSR Act, and other than (iii) where failure to obtain such Consents, approvals, authorizations or permits, or to make such filings or notifications whichnotifications, if would not obtained prevent or madedelay consummation of the Merger, are not reasonably likely to haveor otherwise prevent Lamcor from performing its obligations under this Agreement, and would not, individually or in the aggregate, have a Material Adverse Effect on GB&T, no notice to, filing with, Lamcor's business or Consent of, any public body or authority is necessary for the consummation by GB&T of the Merger and the other transactions contemplated in this AgreementAssets.

Authority; No Breach By Agreement. (a) Subject to the actions required for listing by NASDAQ of the shares to be issued to FNBG shareholders, which GB&T shall promptly undertake, GB&T SCB has the corporate power and authority necessary to executeexecute and deliver this Agreement and, deliver subject to the approval and adoption of this Agreement by the shareholders of SCB and to such Consents of Regulatory Authorities as required under applicable Law, to perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by SCB and the consummation by SCB of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of GB&T. Subject SCB, subject to the approval of this Agreement by the holders its shareholders as contemplated by Section 8.1 of a majority this Agreement. Subject to such requisite shareholder approval (and assuming due authorization, execution and delivery by FLB) and to such Consents of the outstanding shares of GB&TRegulatory Authorities as required by applicable law, this Agreement represents a legal, valid and binding obligation of GB&TSCB, enforceable against GB&T SCB in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, moratorium or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Except as described in Section 6.2 of the GB&T Disclosure Memorandum, neither Neither the execution and delivery of this Agreement by GB&TSCB, nor the consummation by GB&T SCB of the transactions contemplated hereby, nor compliance by GB&T SCB with any of the provisions hereof hereof, will (i) conflict with or result in a breach of any provision of GB&TSCB's Articles of Incorporation or Bylaws, or or, (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any GB&T SCB Company under, any Contract or Permit of any GB&T SCB Company, where such Default or Lien, or any failure to obtain such Consent, is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on GB&TSCB, or (iii) subject to receipt of the requisite approvals Consents referred to in Section 9.1(b9.1(a), (b) and (c) of this Agreement, violate any Order or any Law or Order applicable to any GB&T SCB Company or any of their respective Assetsmaterial Assets which will have a Material Adverse Effect on SCB. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NASDAQ, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, or under the HSR Act, and other than Consents, filings filings, or notifications which, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on GB&TSCB, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by GB&T SCB of the Merger and the other transactions contemplated in this Agreement.

Authority; No Breach By Agreement. (a) Subject to the actions required for listing by NASDAQ of the shares to be issued to FNBG Mountain shareholders, which GB&T shall promptly undertake, GB&T has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of GB&T. Subject to the approval of this Agreement by the holders of a majority of the outstanding shares of GB&T, this Agreement represents a legal, valid and binding obligation of GB&T, enforceable against GB&T in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Except as described in Section 6.2 of the GB&T Disclosure Memorandum, neither the execution and delivery of this Agreement by GB&T, nor the consummation by GB&T of the transactions contemplated hereby, nor compliance by GB&T with any of the provisions hereof will (i) conflict with or result in a breach of any provision of GB&T's Articles of Incorporation or Bylaws, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any GB&T Company under, any Contract or Permit of any GB&T Company, where such Default or Lien, or any failure to obtain such Consent, is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on GB&T, or (iii) subject to receipt of the requisite approvals referred to in Section 9.1(b) of this Agreement, violate any Law or Order applicable to any GB&T Company or any of their respective Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NASDAQ, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, and other than Consents, filings or notifications which, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on GB&T, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by GB&T of the Merger and the other transactions contemplated in this Agreement.

Authority; No Breach By Agreement. (a) Subject to the actions required for listing by NASDAQ of the shares to be issued to FNBG shareholders, which GB&T shall promptly undertake, GB&T First National has the corporate power and authority necessary to execute, deliver deliver, and perform its obligations under this Agreement and the Plan of Merger and to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery delivery, and performance of this Agreement and the Plan of Merger, as appropriate, and the consummation of the transactions contemplated hereinherein and therein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of GB&T. Subject First National, subject to the approval of this Agreement and the Plan of Merger by the holders of a majority of the outstanding shares of GB&TFirst National Common Stock, which is the only stockholder vote required for approval of this Agreement and the Plan of Merger and consummation of the Merger by First National. Subject to such requisite stockholder approval, this Agreement represents a and the Plan of Merger represent legal, valid valid, and binding obligation obligations of GB&TFirst National, enforceable against GB&T First National in accordance with its their respective terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Except as described in Section 6.2 of the GB&T Disclosure Memorandum, neither Neither the execution and delivery of this Agreement or the Plan of Merger by GB&TFirst National, nor the consummation by GB&T First National of the transactions contemplated herebyhereby or thereby, nor compliance by GB&T First National with any of the provisions hereof or thereof, will (i) conflict with or result in a breach of any provision of GB&TFirst National's Articles of Incorporation or Bylaws, or or, (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any GB&T First National Company under, any Contract or Permit of any GB&T First National Company, where such Default or Lien, or any failure to obtain such Consent, is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on GB&TFirst National, or or, (iii) subject to receipt of the requisite approvals Consents referred to in Section 9.1(bSection 9.1 (b) of this Agreement, violate any Law or Order applicable to any GB&T First National Company or any of their respective material Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NASDAQNASD, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, or under the HSR Act, and other than Consents, filings filings, or notifications which, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on GB&TFirst National, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by GB&T First National of the Merger and the other transactions contemplated in this AgreementAgreement and the Plan of Merger.

Authority; No Breach By Agreement. (a) Subject to the actions required for listing by NASDAQ Each of the shares to be issued to FNBG shareholders, which GB&T shall promptly undertake, GB&T Premiere and Sub has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and the Related Agreements and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the Related Agreements and the consummation of the transactions contemplated herein, including the Merger, herein have been duly and validly authorized by all necessary corporate action in respect thereof on the part of GB&T. Subject to Premiere and Sub. This Agreement and the approval of this Agreement by the holders of a majority of the outstanding shares of GB&T, this Agreement represents a Related Agreements represent legal, valid valid, and binding obligation obligations of GB&T, Premiere and Sub enforceable against GB&T Premiere and Sub in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Except as described in Section 6.2 of the GB&T Disclosure Memorandum, neither Neither the execution and delivery of this Agreement and the Related Agreements by GB&TPremiere and Sub, nor the consummation by GB&T Premiere and Sub of the transactions contemplated hereby, nor compliance by GB&T Premiere and Sub with any of the provisions hereof hereof, will (i) conflict with or result in a breach of any provision of GB&TPremiere's or Sub's Articles of Incorporation or Bylaws, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any GB&T Premiere Company under, any Contract or Permit of any GB&T Premiere Company, where such Default or Lien, or any failure to obtain such Consent, is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on GB&TPremiere, or or, (iii) subject to receipt of the requisite approvals Consents referred to in Section 9.1(b) of this Agreement6.1(b), violate any Law or Order applicable to any GB&T Premiere Company or any of their respective material Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NASDAQNASD, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, and other than Consents, filings filings, or notifications which, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on GB&TPremiere, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by GB&T Premiere or Sub of the Merger and the other transactions contemplated in this Agreement.

Authority; No Breach By Agreement. (a) Subject to the actions required for listing by NASDAQ of the shares to be issued to FNBG Mountain shareholders, which GB&T shall promptly undertake, GB&T has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of GB&T. Subject to the approval of this Agreement by the holders of a majority of the outstanding shares of GB&T, this Agreement represents a legal, valid and binding obligation of GB&T, enforceable against GB&T in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar Laws affecting the enforcement of creditors' ’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Except as described in Section 6.2 of the GB&T Disclosure Memorandum, neither the execution and delivery of this Agreement by GB&T, nor the consummation by GB&T of the transactions contemplated hereby, nor compliance by GB&T with any of the provisions hereof will (i) conflict with or result in a breach of any provision of GB&T's ’s Articles of Incorporation or Bylaws, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any GB&T Company under, any Contract or Permit of any GB&T Company, where such Default or Lien, or any failure to obtain such Consent, is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on GB&T, or (iii) subject to receipt of the requisite approvals referred to in Section 9.1(b) of this Agreement, violate any Law or Order applicable to any GB&T Company or any of their respective Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NASDAQ, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, and other than Consents, filings or notifications which, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on GB&T, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by GB&T of the Merger and the other transactions contemplated in this Agreement.

Authority; No Breach By Agreement. (a) Subject to the actions required for listing by NASDAQ of the shares to be issued to FNBG shareholders, which GB&T shall promptly undertake, GB&T TNB has the corporate power and authority necessary to execute, deliver and perform this Agreement, to perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery delivery, and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, herein have been duly and validly authorized by all necessary corporate action in respect thereof on the part of GB&T. Subject to the approval of this Agreement by the holders of a majority of the outstanding shares of GB&T, this TNB. This Agreement represents a legal, valid valid, and binding obligation of GB&TTNB, enforceable against GB&T TNB in accordance with its terms (except in all cases as such enforceability may be limited or otherwise affected by applicable (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws statutes, rules, regulations or other laws affecting the enforcement of creditors' ’ rights generally and except that remedies generally, and (ii) the unavailability of, or limitation on the availability of, a particular right or remedy (whether in a proceeding in equity or at law) because of the an equitable remedy of specific performance principle or injunctive relief is subject a requirement as to the discretion of the court before which any proceeding may be brought)commercial reasonableness, conscionability or good faith. (b) Except as described in Section 6.2 of the GB&T Disclosure Memorandum, neither Neither the execution and delivery of this Agreement by GB&TTNB, nor the consummation by GB&T TNB of the transactions contemplated hereby, nor compliance by GB&T TNB with any of the provisions hereof hereof, will (i) conflict with or result in a breach of any provision of GB&T's Articles TNB’s organizational charter, bylaws or any resolution adopted by the board of Incorporation directors or Bylawsthe shareholder of TNB, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any GB&T Company under, any Contract or Permit of any GB&T Company, where such Default or Lien, or any failure to obtain such Consent, is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on GB&T, or (iii) subject to receipt of the requisite approvals referred to Required Consents (as defined in Section 9.1(b) of this Agreement5.2), violate any Law or Order applicable to any GB&T Company TNB, except for defaults, breaches, or any of their respective Assetsviolations which would not reasonably be expected to have a Material Adverse Effect on TNB. (c) Other than TNB Required Consents (as defined in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NASDAQ, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, and other than Consents, filings or notifications which, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on GB&TSection 5.2), no notice to, filing with, or Consent of, any public body or authority Regulatory Authority is necessary for the consummation by GB&T TNB of the Merger and the other transactions contemplated in this Agreement, except for Consents which would not reasonably be expected to have a Material Adverse Effect on TNB.

Authority; No Breach By Agreement. (a) Subject to the actions required for listing by NASDAQ of the shares to be issued to FNBG shareholders, which GB&T shall promptly undertake, GB&T CBF has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated herebyprovided for herein. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated provided for herein, including the Merger, have been been, or prior to the Effective Time will be, duly and validly authorized by all necessary corporate action in respect thereof on the part of GB&T. CBF. Subject to the approval of this Agreement by the holders of a majority of the outstanding shares of GB&Trequired regulatory consents, this Agreement represents a legal, valid and binding obligation of GB&TCBF, enforceable against GB&T CBF in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought)terms. (b) Except as described in Section 6.2 of the GB&T Disclosure Memorandum, neither Neither the execution and delivery of this Agreement by GB&TCBF, nor the consummation by GB&T CBF of the transactions contemplated herebyprovided for herein, nor compliance by GB&T CBF with any of the provisions hereof hereof, will (i) conflict with or result in a breach of any provision of GB&T's CBF’s Restated Articles of Incorporation or Bylaws, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any GB&T CBF Company under, any Contract or Permit of any GB&T CBF Company, where such Default or Lien, or any failure to obtain such Consent, Consent is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on GB&TCBF, or or, (iii) subject to receipt of the requisite approvals referred to in Section subsection 9.1(b) of this Agreement, violate any Law or Order applicable to any GB&T CBF Company or any of their respective Assets. (c) Other than (i) in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NASDAQNASD, and other than (ii) Consents required from Regulatory Authorities, and other than (iii) notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, and other than (iv) Consents, filings or notifications which, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on GB&TCBF, no notice to, filing with, with or Consent of, any public body or authority is necessary for the consummation by GB&T CBF of the Merger and the other transactions contemplated provided for in this Agreement.

Authority; No Breach By Agreement. (a) Subject to the actions required for listing by NASDAQ of the shares to be issued to FNBG shareholders, which GB&T shall promptly undertake, GB&T Xxxxxx Xxxxxxxx has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of GB&T. Subject Xxxxxx Xxxxxxxx, subject to the approval of this Agreement by the holders of a majority of the outstanding shares of GB&TXxxxxx Xxxxxxxx Common Stock, which is the only shareholder vote required for approval of this Agreement and consummation of the Merger by Xxxxxx Xxxxxxxx. Subject to such requisite shareholder approval, this Agreement represents a legal, valid and binding obligation of GB&TXxxxxx Xxxxxxxx, enforceable against GB&T Xxxxxx Xxxxxxxx in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Except as described in Section 6.2 of the GB&T Disclosure Memorandum, neither Neither the execution and delivery of this Agreement by GB&TXxxxxx Xxxxxxxx, nor the consummation by GB&T Xxxxxx Xxxxxxxx of the transactions contemplated hereby, nor compliance by GB&T Xxxxxx Xxxxxxxx with any of the provisions hereof will (i) conflict with or result in a breach of any provision of GB&T's Xxxxxx Xxxxxxxx'x Articles of Incorporation or Bylaws, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any GB&T Xxxxxx Xxxxxxxx Company under, any Contract or Permit of any GB&T Xxxxxx Xxxxxxxx Company, where such Default or Lien, or any failure to obtain such Consent, is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on GB&TXxxxxx Xxxxxxxx, or (iii) subject to receipt of the requisite approvals referred to in Section 9.1(b9.1 (b) of this Agreement, violate any Law or Order applicable to any GB&T Xxxxxx Xxxxxxxx Company or any of their respective Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NASDAQNASD, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, and other than Consents, filings or notifications which, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on GB&TXxxxxx Xxxxxxxx, no notice to, filing with, or Consent of, of any public body or authority is necessary for the consummation by GB&T Xxxxxx Xxxxxxxx of the Merger and the other transactions contemplated in this Agreement.

Authority; No Breach By Agreement. (a) Subject to the actions required for listing by NASDAQ of the shares to be issued to FNBG shareholders, which GB&T shall promptly undertake, GB&T ICCE has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of GB&T. Subject to the approval of this Agreement by the holders of a majority of the outstanding shares of GB&T, this ICCE. This Agreement represents a legal, valid valid, and binding obligation of GB&TICCE, enforceable against GB&T ICCE in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Except as described in Section 6.2 of the GB&T Disclosure Memorandum, neither Neither the execution and delivery of this Agreement by GB&TICCE, nor the consummation by GB&T ICCE of the transactions contemplated hereby, nor compliance by GB&T ICCE with any of the provisions hereof hereof, will (i) conflict with or result in a breach of any provision of GB&TICCE's Articles of Incorporation or Bylaws, or (ii) except as disclosed in Section 5.2 of the ICCE Disclosure Memorandum, constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any GB&T Company ICCE Entity under, any Contract or Permit of any GB&T Company, where such Default or Lien, or any failure to obtain such Consent, is ICCE Entity other than those which are not reasonably likely to have, individually or in the aggregate, a an ICCE Material Adverse Effect on GB&TEffect, or or, (iii) subject to receipt of the requisite approvals Consents referred to in Section 9.1(b) of this Agreement8.1(a), violate constitute or result in a Default under, or require any Consent pursuant to, any Law or Order applicable to any GB&T Company ICCE Entity or any of their respective Assetsmaterial Assets (including any ICCE Entity or any RFCG Entity becoming subject to or liable for the payment of any Tax or any of the Assets owned by any ICCE Entity or any RFCG Entity being reassessed or revalued by any Taxing authority). (c) Other than in connection or compliance with the provisions of the Securities Laws, Laws and applicable state corporate and securities Laws, and rules of the NASDAQ, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, and other than Consents, filings or notifications which, if not obtained or made, are not reasonably likely to have, individually or in under the aggregate, a Material Adverse Effect on GB&THSR Act, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by GB&T ICCE of the Merger and the other transactions contemplated in this Agreement.

Authority; No Breach By Agreement. (a) Subject to the actions required for listing by NASDAQ of the shares to be issued to FNBG shareholders, which GB&T shall promptly undertake, GB&T Regions has the corporate power and authority necessary to execute, deliver deliver, and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery delivery, and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of GB&T. Subject to the approval of this Agreement by the holders of a majority of the outstanding shares of GB&T, this Regions. This Agreement represents a legal, valid valid, and binding obligation of GB&TRegions, enforceable against GB&T Regions in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Except as described in Section 6.2 of the GB&T Disclosure Memorandum, neither Neither the execution and delivery of this Agreement by GB&TRegions, nor the consummation by GB&T Regions of the transactions contemplated hereby, nor compliance by GB&T Regions with any of the provisions hereof hereof, will (i) conflict with or result in a breach of any provision of GB&T's Articles Regions' Certificate of Incorporation or Bylaws, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any GB&T Regions Company under, any Contract or Permit of any GB&T Regions Company, where such Default or Lien, or any failure to obtain such Consent, which is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on GB&TRegions, or (iii) subject to receipt of the requisite approvals referred to in Section 9.1(b) of this Agreement, violate any Law or Order applicable to any GB&T Regions Company or any of their respective Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NASDAQNASD, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, or under the HSR Act and other than Consents, filings filings, or notifications which, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on GB&TRegions, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by GB&T Regions of the Merger and the other transactions contemplated in this Agreement.

Authority; No Breach By Agreement. (a) Subject to the actions required for listing by NASDAQ of the shares to be issued to FNBG shareholders, which GB&T shall promptly undertake, GB&T SHB has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of GB&T. Subject SHB, subject to the approval of this Agreement by the holders of a majority of the outstanding shares of GB&TSHB Common Stock, which is the only shareholder vote required for approval of this Agreement and consummation of the Merger by SHB. Subject to such requisite shareholder approval, this Agreement represents a legal, valid and binding obligation of GB&TSHB, enforceable against GB&T SHB in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Except as described in Section 6.2 of the GB&T Disclosure Memorandum, neither Neither the execution and delivery of this Agreement by GB&TSHB, nor nor, except as described in Section 5.2 of the SHB Disclosure Memorandum, the consummation by GB&T SHB of the transactions contemplated hereby, nor compliance by GB&T SHB with any of the provisions hereof will (i) conflict with or result in a breach of any provision of GB&TSHB's Articles of Incorporation or Bylaws, or (ii) to the Knowledge of SHB subject to the receipt of the requisite approvals referred to in Section 9.1(b) of this Agreement, constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any GB&T SHB Company under, any Contract or Permit of any GB&T SHB Company, where such Default or Lien, or any failure to obtain such Consent, is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on GB&TSHB, or (iii) to the Knowledge of SHB subject to receipt of the requisite approvals referred to in Section 9.1(b9.1 (b) of this Agreement, violate any Law or Order applicable to any GB&T SHB Company or any of their respective Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NASDAQ, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, and other than Consents, filings or notifications which, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on GB&TSHB, no notice to, filing with, or Consent of, of any public body or authority is necessary for the consummation by GB&T SHB of the Merger and the other transactions contemplated in this Agreement.