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

Authority; No Breach By Agreement. (a) 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, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of Premiere. This Agreement represents a legal, valid, and binding obligation of Premiere, enforceable against 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) Neither the execution and delivery of this Agreement by Premiere, nor the consummation by Premiere of the transactions contemplated hereby, nor compliance by Premiere with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of Premiere'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 Premiere Entity under, any Contract or Permit of any Premiere 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, or, (iii) subject to receipt of the requisite Consents referred to in Section 10.1(b), constitute or result in a Default under, or require any Consent pursuant to, any Law or Order applicable to any Premiere Entity or any of their respective material Assets (including any Premiere Entity or any ATS Entity becoming subject to or liable for the payment of any Tax or any of the Assets owned by any Premiere Entity or any ATS Entity 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 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 Premiere Material Adverse Effect, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by Premiere of the Merger and the other transactions contemplated in this Agreement.

Authority; No Breach By Agreement. (a) Premiere Subject Company 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 Agreement, and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action (including valid authorization and adoption of this Agreement by Subject Company's duly constituted Board of Directors) in respect thereof on the part of PremiereSubject Company, subject to the approval of this Agreement by the holders of the outstanding shares of Subject Company Common Stock, which is the only shareholder vote required for approval of this Agreement and consummation of the Merger by Subject Company. This Subject to such requisite shareholder approval and assuming due authorization, execution and delivery of this Agreement by each of Parent and Merger Subsidiary, this Agreement (which, for purposes of this sentence, shall not include the Stock Option Agreement) represents a legal, valid, and binding obligation of PremiereSubject Company, enforceable against Premiere Subject Company 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) Neither the execution and delivery of this Agreement (which, for purposes of clause (iii) of this sentence, shall not include the Stock Option Agreement) by PremiereSubject Company, nor the consummation by Premiere Subject Company of the transactions contemplated hereby, nor compliance by Premiere Subject Company with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of Premiere's the Articles of Incorporation or Bylawsthe By-laws, or (ii) except as disclosed in Section 5.2 of the Subject Company Disclosure Memorandum, 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 on any material Asset of Subject Company or any Premiere Entity Subject Company Subsidiary under, any Contract or Permit of any Premiere Entity, where such Default or Lien, Subject Company or any failure to obtain Subject Company 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 Premiere Material Adverse EffectEffect on Subject Company, or, or (iii) subject to receipt of the requisite Consents referred to in Section 10.1(b)9.1(b) of this Agreement, constitute or result in a Default under, or require any Consent pursuant to, violate any Law or Order applicable to any Premiere Entity Subject Company, its Subsidiaries or any of their respective material Assets (including any Premiere Entity or any ATS Entity becoming subject to or liable for the payment of any Tax or any of the Assets owned by any Premiere Entity or any ATS Entity being reassessed or revalued by any Taxing authority)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 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 Premiere Material Adverse EffectEffect on Subject Company, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by Premiere Subject Company of the Merger and the other transactions contemplated in this Agreement.

Authority; No Breach By Agreement. (a) Premiere CSBI and Bank each has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions transaction contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions Purchase, Sale and Assumption contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of Premiere. This CSBI and Bank, and this Agreement represents a legal, valid, and binding obligation of PremiereCSBI and Bank, enforceable against Premiere CSBI and the 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) Neither the execution and delivery of this Agreement by PremiereCSBI or Bank, nor the consummation by Premiere CSBI or Bank of the transactions transaction contemplated hereby, nor compliance by Premiere CSBI or Bank with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of PremiereCSBI's or Bank'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 Premiere Entity Bank under, any Contract or Permit of any Premiere EntityCSBI Companies, 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 EffectEffect on CSBI or Bank, or, (iii) subject to receipt of the requisite Consents approvals referred to in Section 10.1(b)6.1 of this Agreement, constitute or result in a Default under, or require any Consent pursuant to, violate any Law or Order applicable to any Premiere Entity CSBI Companies or any of their respective material Assets (including any Premiere Entity or any ATS Entity becoming subject to or liable for the payment of any Tax or any of the Assets owned by any Premiere Entity or any ATS Entity being reassessed or revalued by any Taxing authority)Assets. (c) Other than in connection No notice to, filing with, or compliance with Consent of, any public body or authority is necessary for the provisions consummation by CSBI or Bank of the Securities Laws, applicable state corporate and securities Laws, and rules of the NASD, and transactions contemplated in this Agreement other than (i) 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 (ii) Consents, filings, filings or notifications which, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Premiere Material Adverse Effect, no notice to, filing with, Effect on CSBI or Consent of, any public body or authority is necessary for the consummation by Premiere of the Merger and the other transactions contemplated in this AgreementBank.

Authority; No Breach By Agreement. (a) Premiere Parent 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 (including valid authorization and adoption of this Agreement by Parent's duly constituted Board of Directors) in respect thereof on the part of PremiereParent. This Assuming due authorization, execution and delivery of this Agreement by Subject Company, this Agreement (which, for purposes of this sentence, shall not include the Stock Option Agreement) represents a legal, valid, and binding obligation of PremiereParent, enforceable against Premiere Parent 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) Neither the execution and delivery of this Agreement (which, for purposes of clause (iii) of this sentence, shall not include the Stock Option Agreement) by PremiereParent, nor the consummation by Premiere of the transactions contemplated hereby, nor compliance by Premiere Parent with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of PremiereParent's Articles Restated Charter of Incorporation 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 the creation of any Lien on any material Asset of Parent or any Premiere Entity Parent Subsidiary under, any Contract or Permit of any Premiere Entity, where such Default or Lien, Parent or any failure to obtain Parent 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 Premiere Material Adverse EffectEffect on Parent, or, or (iii) subject to receipt of the requisite Consents approvals referred to in Section 10.1(b)9.1(b) of this Agreement, constitute or result in a Default under, or require any Consent pursuant to, violate any Law or Order applicable to Parent or any Premiere Entity Parent Subsidiary or any of their respective material Assets (including any Premiere Entity or any ATS Entity becoming subject to or liable for the payment of any Tax or any of the Assets owned by any Premiere Entity or any ATS Entity being reassessed or revalued by any Taxing authority)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 NASDNYSE, 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 Premiere Material Adverse Effect, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by Premiere of the Merger and the other transactions contemplated in this Agreement.not

Authority; No Breach By Agreement. (a) 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, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of Premiere. This Agreement represents a legal, valid, and binding obligation of Premiere, enforceable against 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) Neither the execution and delivery of this Agreement by Premiere, nor the consummation by Premiere of the transactions contemplated hereby, nor compliance by Premiere with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of Premiere'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 Premiere Entity under, any Contract or Permit of any Premiere 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, or, (iii) subject to receipt of the requisite Consents referred to in Section 10.1(b9.1(b), constitute or result in a Default under, or require any Consent pursuant to, any Law or Order applicable to any Premiere Entity or any of their respective material Assets (including any Premiere Entity or any ATS VTE Entity becoming subject to or liable for the payment of any Tax or any of the Assets owned by any Premiere Entity or any ATS VTE Entity 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 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 Premiere Material Adverse Effect, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by Premiere of the Merger and the other transactions contemplated in this Agreement.

Authority; No Breach By Agreement. (a) Premiere BAC 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 MergerStock Purchase, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of PremiereBAC. This Agreement represents a legal, valid, and binding obligation of PremiereBAC, enforceable against Premiere BAC 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 fights 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) Neither the execution and delivery of this Agreement by PremiereBAC, nor the consummation by Premiere BAC of the transactions contemplated hereby, nor compliance by Premiere BAC with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of PremiereBAC's Articles 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 material Asset of any Premiere BAC Entity under, any material Contract or material Permit of any Premiere BAC 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 BAC Material Adverse Effect, or, (iii) subject to receipt of the requisite Consents referred to in Section 10.1(b6.1(b), constitute or result in a Default under, or require any Consent pursuant to, violate any Law or Order applicable to any Premiere BAC Entity or any of their respective material Assets (including any Premiere Entity or any ATS Entity becoming subject to or liable for the payment of any Tax or any of the Assets owned by any Premiere Entity or any ATS Entity being reassessed or revalued by any Taxing authority)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 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 Premiere BAC Material Adverse Effect, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by Premiere BAC of the Merger Stock Purchase and the other transactions contemplated in this Agreement.,

Authority; No Breach By Agreement. (a) Premiere Subject to the actions required for listing by NASDAQ of the shares to be issued to SHB shareholders, 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 Premiere. This 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, valid and binding obligation of Premiere<PAGE> GB&T, enforceable against Premiere GB&T 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) Neither Except as described in Section 6.2 of the GB&T Disclosure Memorandum, neither the execution and delivery of this Agreement by PremiereGB&T, nor the consummation by Premiere GB&T of the transactions contemplated hereby, nor compliance by Premiere GB&T with any of the provisions hereof, hereof will (i) conflict with or result in a breach of any provision of PremiereGB&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 Premiere Entity GB&T Company under, any Contract or Permit of any Premiere EntityGB&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 Premiere Material Adverse EffectEffect on GB&T, or, or (iii) subject to receipt of the requisite Consents approvals referred to in Section 10.1(b)9.1(b) of this Agreement, constitute or result in a Default under, or require any Consent pursuant to, violate any Law or Order applicable to any Premiere Entity GB&T Company or any of their respective material Assets (including any Premiere Entity or any ATS Entity becoming subject to or liable for the payment of any Tax or any of the Assets owned by any Premiere Entity or any ATS Entity being reassessed or revalued by any Taxing authority)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 NASDNASDAQ, 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 Premiere Material Adverse EffectEffect on GB&T, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by Premiere GB&T of the Merger and the other transactions contemplated in this Agreement.

Authority; No Breach By Agreement. (a) Premiere Parent 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 (including valid authorization and adoption of this Agreement by Parent's duly constituted Board of Directors) in respect thereof on the part of PremiereParent. This Assuming due authorization, execution and delivery of this Agreement by Subject Company, this Agreement (which, for purposes of this sentence, shall not include the Stock Option Agreement) represents a legal, valid, and binding obligation of PremiereParent, enforceable against Premiere Parent 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) Neither the execution and delivery of this Agreement (which, for purposes of clause (iii) of this sentence, shall not include the Stock Option Agreement) by PremiereParent, nor the consummation by Premiere of the transactions contemplated hereby, nor compliance by Premiere Parent with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of PremiereParent's Articles Restated Charter of Incorporation 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 the creation of any Lien on any material Asset of Parent or any Premiere Entity Parent Subsidiary under, any Contract or Permit of any Premiere Entity, where such Default or Lien, Parent or any failure to obtain Parent 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 Premiere Material Adverse EffectEffect on Parent, or, or (iii) subject to receipt of the requisite Consents approvals referred to in Section 10.1(b)9.1(b) of this Agreement, constitute or result in a Default under, or require any Consent pursuant to, violate any Law or Order applicable to Parent or any Premiere Entity Parent Subsidiary or any of their respective material Assets (including any Premiere Entity or any ATS Entity becoming subject to or liable for the payment of any Tax or any of the Assets owned by any Premiere Entity or any ATS Entity being reassessed or revalued by any Taxing authority)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 NASDNYSE, 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 Premiere Material Adverse EffectEffect on Parent, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by Premiere Parent of the Merger and the other transactions contemplated in this Agreement.

Authority; No Breach By Agreement. (a) 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, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of Premiere. This Agreement represents a legal, valid, and binding obligation of Premiere, enforceable against 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) Neither the execution and delivery of this Agreement by Premiere, nor the consummation by Premiere of the transactions contemplated hereby, nor compliance by Premiere with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of Premiere'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 Premiere Entity under, any Contract or Permit of any Premiere 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, or, (iii) subject to receipt of the requisite Consents referred to in Section 10.1(b9.1(b), constitute or result in a Default under, or require any Consent pursuant to, any Law or Order applicable to any Premiere Entity or any of their respective material Assets (including any Premiere Entity or any ATS VTN Entity becoming subject to or liable for the payment of any Tax or any of the Assets owned by any Premiere Entity or any ATS VTN Entity 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 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 Premiere Material Adverse Effect, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by Premiere of the Merger and the other transactions contemplated in this Agreement.

Authority; No Breach By Agreement. (a) Premiere PBF 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 duly and validly authorized by all necessary corporate action in respect thereof on the part of PremierePBF, subject to the approval of this Agreement by the holders of a majority of the outstanding shares of PBF Common Stock. This Subject to such requisite stockholder approval and required regulatory consents, this Agreement represents a legal, valid, valid and binding obligation of PremierePBF, enforceable against Premiere PBF 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)terms. (b) Neither Except as set forth on Schedule 5.2(b), neither the execution and delivery of this Agreement by PremierePBF, nor the consummation by Premiere PBF of the transactions contemplated herebyprovided for herein, nor compliance by Premiere PBF with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of Premiere's PBF’s Articles of Incorporation or BylawsBylaws or the Articles or Certificates of Incorporation or Bylaws of any PBF 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 Premiere Entity PBF Company under, any Contract or Permit of any Premiere EntityPBF 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 Premiere Material Adverse EffectEffect on such PBF Company, or, (iii) subject to receipt of the requisite Consents and approvals referred to in Section 10.1(b)this Agreement, constitute violate or result in a Default under, or require any Consent pursuant to, conflict with any Law or Order applicable to any Premiere Entity PBF Company or any of their respective material Assets (including any Premiere Entity or any ATS Entity becoming subject to or liable for the payment of any Tax or any of the Assets owned by any Premiere Entity or any ATS Entity being reassessed or revalued by any Taxing authority)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 NASD, and other than (ii) Consents required from Regulatory Authorities, (iii) the approval by the stockholders of PBF of the Merger and other than the transactions provided for in this Agreement, (iv) 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 (v) Consents, filings, filings or notifications which, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Premiere Material Adverse EffectEffect on the PBF 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 Premiere PBF of the Merger and the other transactions contemplated provided for in this Agreement.

Authority; No Breach By Agreement. (a) Premiere Premier 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 Premier and the receipt of the consents sent forth in Section 9.1(b), to perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery delivery, and performance of this Agreement by Premier and the consummation by Premier 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 PremierePremier, subject to the approval of this Agreement by its shareholders as contemplated by Section 8.1 of this Agreement. This Subject to such requisite shareholder approval (and assuming due authorization, execution and delivery by Riva Bancshares and Premier) and to such Consents of Regulatory Authorities as required by applicable Law, this Agreement represents a legal, valid, and binding obligation of PremierePremier, enforceable against Premiere Premier in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, 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). The Premier Board of Directors will have received from GRA Thomxxxx Xxxte & Company, PC, a letter dated on or about the date of the Proxy Statement to the effect that, in the opinion of such firm, the Exchange Ratio is fair, from a financial point of view, to the holders of Premier Common Stock. (b) Neither the execution and delivery of this Agreement by PremierePremier, nor the consummation by Premiere Premier of the transactions contemplated hereby, nor compliance by Premiere Premier with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of PremierePremier's Articles of Incorporation or Bylaws, or or, (ii) except as disclosed in Section 5.2(b) of the Disclosure Schedule, 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 Premiere Entity Premier Company under, any Contract or Permit of any Premiere EntityPremier Company, 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 EffectEffect on Premier and its Subsidiaries taken as a whole, or, (iii) subject to receipt of the requisite Consents referred to in Section 10.1(b)9.1(b) of this Agreement, constitute or result in a Default under, or require any Consent pursuant to, violate any Law or Order applicable to any Premiere Entity Premier Company or any of their respective material Assets (including any Premiere Entity or any ATS Entity becoming subject to or liable for the payment of any Tax or any of the Assets owned by any Premiere Entity or any ATS Entity being reassessed or revalued by any Taxing authority)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 NASD, and other than notices to or 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 Premiere Material Adverse EffectEffect on Premier, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by Premiere Premier of the Merger and the other transactions contemplated in this Agreement.

Authority; No Breach By Agreement. (a) Premiere Parent 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 PremiereParent. This Agreement represents a legal, valid, and binding obligation of PremiereParent, enforceable against Premiere Parent 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) Neither the execution and delivery of this Agreement by PremiereParent, nor the consummation by Premiere Parent of the transactions contemplated hereby, nor compliance by Premiere Parent with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of PremiereParent's Articles 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 Premiere Parent Entity under, any Contract or Permit of any Premiere Parent 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 Parent Material Adverse Effect, or, (iii) subject to receipt of the requisite Consents referred to in Section 10.1(b9.1(b), constitute or result in a Default under, or require any Consent pursuant to, any Law or Order applicable to any Premiere Parent Entity or any of their respective material Assets (including any Premiere Entity or any ATS Entity becoming subject to or liable for the payment of any Tax or any of the Assets owned by any Premiere Entity or any ATS Entity being reassessed or revalued by any Taxing authority)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 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 such Consents, filings, or notifications which, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Premiere Parent Material Adverse Effect, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by Premiere Parent of the Merger and the other transactions contemplated in this Agreement.