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

Authority; No Breach of Agreement. (i) SBC and SNB each have 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 hereby have been duly and validly authorized by all necessary corporate action, subject to the SBC Shareholder Approval (including valid authorization and adoption of this Agreement by its duly constituted Board of Directors and in the case of SNB, its sole shareholder). Assuming due authorization, execution and delivery of this Agreement by Professional and the Bank, this Agreement represents a legal, valid and binding obligation of each of SBC and SNB, enforceable against each of SBC and SNB, in accordance with its terms (except in all cases as such enforceability may be limited by (A) bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or similar Laws affecting the enforcement of creditors’ rights generally and (B) 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).

Authority; No Breach of Agreement. (i) SBC Each of it and SNB each have Merger Sub 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, and performance of this Agreement, and the consummation of the transactions contemplated hereby hereby, including the Merger, by each of it and Merger Sub, have been duly and validly authorized by all necessary corporate action, subject to the SBC Shareholder Approval action (including valid authorization and adoption of this Agreement by each of its and Merger Sub's duly constituted Board of Directors and in the case of SNB, its sole shareholderDirectors). Assuming due authorization, execution execution, and delivery of this Agreement by Professional and the BankRaindance, this Agreement represents a legal, valid valid, and binding obligation of each of SBC West and SNBMerger Sub, enforceable against each of SBC West and SNBMerger Sub, in accordance with its terms (except in all cases as such enforceability may be limited by (A) applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium moratorium, or similar Laws affecting the enforcement of creditors’ ' rights generally and (B) 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).

Authority; No Breach of Agreement. (i) SBC Each of it and SNB each have Merger Sub 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, and performance of this Agreement, and the consummation of the transactions contemplated hereby hereby, including the Merger, by each of it and Merger Sub, have been duly and validly authorized by all necessary corporate action, subject to the SBC Shareholder Approval action (including valid authorization and adoption of this Agreement by each of its and Merger Sub’s duly constituted Board of Directors and in the case of SNB, its sole shareholderDirectors). Assuming due authorization, execution execution, and delivery of this Agreement by Professional and the BankRaindance, this Agreement represents a legal, valid valid, and binding obligation of each of SBC West and SNBMerger Sub, enforceable against each of SBC West and SNBMerger Sub, in accordance with its terms (except in all cases as such enforceability may be limited by (A) applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium moratorium, or similar Laws affecting the enforcement of creditors’ rights generally and (B) 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).

Authority; No Breach of Agreement. (i) SBC and SNB each have 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 hereby have been duly and validly authorized by all necessary corporate action, subject to the SBC Shareholder Approval action (including valid authorization and adoption of this Agreement by its duly constituted Board of Directors and in the case of SNB, its sole shareholder). Assuming due authorization, execution and delivery of this Agreement by Professional Dxxxxxxx and the Bank, this Agreement represents a legal, valid and binding obligation of each of SBC and SNB, enforceable against each of SBC and SNB, in accordance with its terms (except in all cases as such enforceability may be limited by (A) bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or similar Laws affecting the enforcement of creditors’ rights generally and (B) 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).