Common use of Authority; No Breach Clause in Contracts

Authority; No Breach. (a) Each of Purchaser and Purchaser Bank has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and the Bank Merger Agreement and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the Bank Merger Agreement and the consummation of the transactions contemplated herein and therein, including the Mergers, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of Purchaser and Purchaser Bank. This Agreement and the Bank Merger Agreement represent legal, valid and binding obligations of Purchaser and Purchaser Bank, as the case may be, enforceable against them in accordance with 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) With respect to each of Purchaser and Purchaser Bank, neither the execution and delivery of this Agreement or the Bank Merger Agreement, nor the consummation of the transactions contemplated hereby or thereby, nor compliance with any of the provisions hereof or thereof, will (i) conflict with or result in a breach of any provision of its Articles of Incorporation or By-Laws, 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 Purchaser Company under, any Contract or Permit of any Purchaser 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 Purchaser, or (iii) subject to receipt of the requisite approvals referred to in Section 8.1(b) of this Agreement, violate any Law or Order applicable to any Purchaser Company or any of its Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate Laws and rules of the NASD, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the 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 Purchaser, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by Purchaser or Purchaser Bank of the Mergers and the other transactions contemplated in this Agreement.

Authority; No Breach. (a) Each of Purchaser and Purchaser Bank PURCHASER has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and the Bank Merger Agreement and to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance of this Agreement and the Bank Merger Agreement and the consummation of the transactions contemplated herein and thereinherein, including the MergersMerger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of Purchaser and Purchaser BankPURCHASER. This Agreement and the Bank Merger Agreement represent represents a legal, valid and binding obligations obligation of Purchaser and Purchaser Bank, as the case may bePURCHASER, enforceable against them PURCHASER in accordance with their respective 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) With respect to each of Purchaser and Purchaser Bank, neither Neither the execution and delivery of this Agreement or the Bank Merger Agreementby PURCHASER, nor the consummation by PURCHASER of the transactions contemplated hereby or therebyhereby, nor compliance by PURCHASER with any of the provisions hereof or thereof, will (i) conflict with or result in a breach of any provision of its PURCHASER's Articles of Incorporation or By-LawsBylaws, 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 Purchaser PURCHASER Company under, any Contract or Permit of any Purchaser PURCHASER 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 PurchaserPURCHASER, or or, (iii) subject to receipt of the requisite approvals referred to in Section 8.1(b) of this Agreement, violate any Law or Order applicable to any Purchaser PURCHASER Company or any of its their respective Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate Laws Laws, and rules of the NASD, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the 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 PurchaserPURCHASER, no notice to, filing with, or Consent of, of any public body or authority is necessary for the consummation by Purchaser or Purchaser Bank PURCHASER of the Mergers Merger and the other transactions contemplated in this Agreement.

Authority; No Breach. (a) Each of Purchaser and Purchaser Bank PURCHASER has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and the Bank Merger Agreement and to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance of this Agreement and the Bank Merger Agreement and the consummation of the transactions contemplated herein and thereinherein, including the MergersMerger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of Purchaser and Purchaser BankPURCHASER. This Agreement and the Bank Merger Agreement represent represents a legal, valid and binding obligations obligation of Purchaser and Purchaser Bank, as the case may bePURCHASER, enforceable against them PURCHASER in accordance with their respective 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) With respect to each of Purchaser and Purchaser Bank, neither Neither the execution and delivery of this Agreement or the Bank Merger Agreementby PURCHASER, nor the consummation by PURCHASER of the transactions contemplated hereby or therebyhereby, nor compliance by PURCHASER with any of the provisions hereof or thereofhereof, will (i) conflict with or result in a breach of any provision of its PURCHASER's Articles of Incorporation or By-LawsBylaws, 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 Purchaser PURCHASER Company under, any Contract or Permit of any Purchaser PURCHASER 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 PurchaserPURCHASER, or or, (iii) subject to receipt of the requisite approvals referred to in Section 8.1(b) of this Agreement, violate any Law or Order applicable to any Purchaser PURCHASER Company or any of its their respective Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate Laws and rules of the NASD, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the 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 PurchaserPURCHASER, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by Purchaser or Purchaser Bank PURCHASER of the Mergers Merger and the other transactions contemplated in this Agreement.

Authority; No Breach. (a) Each of Purchaser and Purchaser Bank TARGET has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and the Bank Merger Agreement and to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance of this Agreement and the Bank Merger Agreement and the consummation of the transactions contemplated herein and thereinherein, including the MergersMerger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of Purchaser and Purchaser BankTARGET, subject to the approval of this Agreement by the holders of the outstanding TARGET Common Stock. This Subject to such requisite shareholder approval, this Agreement and the Bank Merger Agreement represent represents a legal, valid and binding obligations obligation of Purchaser and Purchaser Bank, as the case may beTARGET, enforceable against them TARGET in accordance with their respective 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) With respect to each of Purchaser and Purchaser Bank, neither Neither the execution and delivery of this Agreement or the Bank Merger Agreementby TARGET, nor the consummation by TARGET of the transactions contemplated hereby or therebyhereby, nor compliance by TARGET with any of the provisions hereof or thereofhereof, will (i) conflict with or result in a breach of any provision of its TARGET's Articles of Incorporation or By-LawsBylaws, 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 Purchaser TARGET Company under, any Contract or Permit of any Purchaser TARGET 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 PurchaserTARGET, or (iii) subject to receipt of the requisite approvals referred to in Section 8.1(b) of this Agreement, violate any Law or Order applicable to any Purchaser TARGET Company or any of its their respective Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate Laws and rules of the NASDLaws, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the 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 PurchaserTARGET, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by Purchaser or Purchaser Bank TARGET of the Mergers Merger and the other transactions contemplated in this Agreement.

Authority; No Breach. (a) Each of Purchaser and Purchaser Bank PURCHASER has the all corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and the Bank Merger Agreement any Ancillary Agreements and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the Bank Merger Agreement any Ancillary Agreements and the consummation of the transactions contemplated herein and therein, including the MergersMerger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of Purchaser PURCHASER. Assuming due authorization, execution and Purchaser Bank. This delivery by the other parties hereto and thereto, this Agreement and the Bank Merger Agreement any Ancillary Agreements represent legal, valid valid, and binding obligations of Purchaser and Purchaser Bank, as the case may bePURCHASER, enforceable against them PURCHASER in accordance with their respective 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) With respect to each of Purchaser and Purchaser Bank, neither Neither the execution and delivery of this Agreement or the Bank Merger Agreementany Ancillary Agreements by PURCHASER, nor the consummation by PURCHASER of the transactions contemplated hereby or thereby, nor compliance by PURCHASER with any of the provisions hereof or thereof, thereof will (i) conflict with or result in a breach of any provision of its PURCHASER’s Articles of Incorporation or By-Laws, 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 Purchaser PURCHASER Company under, any Contract or Permit of any Purchaser PURCHASER 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 Purchaser, PURCHASER; or (iii) subject to receipt of the requisite approvals referred to in Section 8.1(b9.1(b) of this Agreementhereof, violate any Law or Order applicable to any Purchaser PURCHASER Company or any of its their respective Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate Laws 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 IRS 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 PurchaserPURCHASER, no notice to, filing with, or Consent of, of any public body or authority is necessary for the consummation by Purchaser or Purchaser Bank PURCHASER of the Mergers Merger and the other transactions contemplated in by this AgreementAgreement and the Ancillary Agreements.

Authority; No Breach. (a) Each of Purchaser and Purchaser Bank MERGER SUB has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and the Bank Merger Agreement any Ancillary Agreements and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the Bank Merger Agreement any Ancillary Agreements and the consummation of the transactions contemplated herein and therein, including the MergersMerger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of Purchaser MERGER SUB. Assuming due authorization, execution and Purchaser Bank. This delivery by the other parties hereto and thereto, this Agreement and the Bank Merger Agreement any Ancillary Agreements represent legal, valid valid, and binding obligations of Purchaser and Purchaser Bank, as the case may beMERGER SUB, enforceable against them MERGER SUB in accordance with their respective 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) With respect to each of Purchaser and Purchaser Bank, neither Neither the execution and delivery of this Agreement or the Bank Merger Agreementany Ancillary Agreement by MERGER SUB, nor the consummation by MERGER SUB of the transactions contemplated hereby or thereby, nor compliance by MERGER SUB with any of the provisions hereof or thereof, thereof will (i) conflict with or result in a breach of any provision of its Articles MERGER SUB’s Certificate of Incorporation or By-Laws, or Bylaws; (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 Purchaser Company MERGER SUB under, any Contract or Permit of any Purchaser CompanyMERGER SUB, 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 Purchaser, MERGER SUB; or (iii) subject to receipt of the requisite approvals approval referred to in Section 8.1(b9.1(b) of this Agreement, violate any Law or Order applicable to any Purchaser Company MERGER SUB or any of its Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate Laws and rules of the NASDsecurities Laws, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the IRS or the Pension Benefit Guaranty Corporation with respect to any employee benefit plansInternal Revenue Service, 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 PurchaserMERGER SUB, no notice to, filing with, or Consent of, of any public body or authority is necessary for the consummation by Purchaser or Purchaser Bank MERGER SUB of the Mergers Merger and the other transactions contemplated in this AgreementAgreement and any Ancillary Agreements.

Authority; No Breach. (a) Each of Purchaser and Purchaser Bank PURCHASER has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and the Bank Merger Agreement and to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance of this Agreement and the Bank Merger Agreement and the consummation of the transactions contemplated herein and thereinherein, including the MergersMerger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of Purchaser and Purchaser BankPURCHASER. This Agreement and the Bank Merger Agreement represent represents a legal, valid valid, and binding obligations obligation of Purchaser and Purchaser Bank, as the case may bePURCHASER, enforceable against them PURCHASER in accordance with their respective 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) With respect to each of Purchaser and Purchaser Bank, neither Neither the execution and delivery of this Agreement or the Bank Merger Agreementby PURCHASER, nor the consummation by PURCHASER of the transactions contemplated hereby or therebyhereby, nor compliance by PURCHASER with any of the provisions hereof or thereof, will (i) conflict with or result in a breach of any provision of its PURCHASER's Articles of Incorporation or By-LawsBylaws, 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 Purchaser PURCHASER Company under, any Contract or Permit of any Purchaser PURCHASER 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 PurchaserPURCHASER, or or, (iii) subject to receipt of the requisite approvals referred to in Section 8.1(b) of this Agreement, violate any Law or Order applicable to any Purchaser PURCHASER Company or any of its their respective Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate Laws 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 IRS 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 PurchaserPURCHASER, no notice to, filing with, or Consent of, of any public body or authority is necessary for the consummation by Purchaser or Purchaser Bank PURCHASER of the Mergers Merger and the other transactions contemplated in this Agreement.

Authority; No Breach. (a) Each of The Purchaser and Purchaser Bank Group has the corporate all requisite power and authority necessary to execute, execute and deliver and perform its obligations under this Agreement and the Bank Merger Agreement Ancillary Agreements and to perform, carry out and consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the Bank Merger Ancillary Agreements have been duly authorized by all necessary action on the part of each member of the Purchaser Group. This Agreement is the legal, valid and binding obligation of the Purchaser Group, enforceable against each Purchaser in accordance with its terms except as enforceability may be limited or affected by applicable bankruptcy, insolvency, reorganization or other laws of general applicability relating to creditors' rights and except as enforceability may be limited by rules of law governing specific performance, injunctive relief or other equitable remedies. (b) Neither the execution and delivery of this Agreement by the Purchaser Group nor the consummation of the transactions contemplated herein and therein, including the Mergers, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of Purchaser and Purchaser Bank. This Agreement and the Bank Merger Agreement represent legal, valid and binding obligations of Purchaser and Purchaser Bank, as the case may be, enforceable against them in accordance with 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) With respect to each of Purchaser and Purchaser Bank, neither the execution and delivery of this Agreement or the Bank Merger Agreement, nor the consummation of the transactions contemplated hereby or thereby, nor compliance with any of the provisions hereof or thereof, will will: (i) violate any provision of the Constitutive Documents of any Purchaser; (ii) conflict with or with, result in a breach of any provision of its Articles of Incorporation or By-Laws, or (ii) constitute or result in a Default under, or require any Consent pursuant to, default under or result in the creation invalidity of, or accelerate the performance required by or cause the acceleration of the maturity of any Lien on debt or obligation pursuant to any Asset material agreement or commitment to which any Purchaser is a party or by which such Purchaser (or any of its material properties or assets) is subject or bound; (iii) conflict with, violate, result in a breach of or constitute a default under any material judgement, decree, order, or process of any Purchaser Company underGovernmental or Regulatory Authority; (iv) conflict with or violate any statute, any Contract Law or Permit regulation applicable to the business or operations of any Purchaser CompanyPurchaser, except where such Default conflicts or Lien, or any failure to obtain such Consent, is reasonably likely to have, violations (individually or in the aggregate, ) would not have a Material Adverse Effect on the business or operations (as currently conducted) or the financial condition of a Purchaser, taken as a whole; (v) terminate or modify in any material respect, or give any third party the right to terminate or modify in any material respect, the provisions or terms of any material contract or agreement to which a Purchaser is a party or by which it (iii) subject to receipt of the requisite approvals referred to in Section 8.1(b) of this Agreement, violate any Law or Order applicable to any Purchaser Company or any of its Assets. material assets) is subject or bound; or (cvi) Other than in connection require a Purchaser to obtain any authorization, consent, approval or compliance with waiver from, or to make any filing with, any Person, except where the provisions of the Securities Lawsfailure to obtain such authorization, applicable state corporate Laws and rules of the NASDconsent, and other than Consents required from Regulatory Authorities, and other than notices to approval or filings with the IRS waiver or the Pension Benefit Guaranty Corporation with respect to make any employee benefit plans, and other than Consents, filings or notifications which, if filing would not obtained or made, are not reasonably likely to have, individually or in the aggregate, have a Material Adverse Effect on Purchaser, no notice to, filing with, the business or Consent of, any public body operations (as currently conducted) or authority is necessary for on the consummation by Purchaser or Purchaser Bank financial condition of the Mergers and the Purchaser Group, taken as a whole, other transactions contemplated in this Agreementthan such as have been obtained or made.

Authority; No Breach. (a) Each of Purchaser and Purchaser Bank Seller has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and the Bank Merger Agreement and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of by this Agreement (including all power and the Bank Merger Agreement authority to sell, assign, transfer and the consummation of the transactions contemplated herein and therein, including the Mergers, have been duly and validly authorized convey Seller’s Membership Interests as provided by all necessary corporate action in respect thereof on the part of Purchaser and Purchaser Bank. This Agreement and the Bank Merger Agreement represent legal, valid and binding obligations of Purchaser and Purchaser Bank, as the case may be, enforceable against them in accordance with 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 broughtthis Agreement). (b) With respect Seller has taken all limited liability company action required to each of Purchaser and Purchaser Bank, neither authorize the execution and delivery of this Agreement or the Bank Merger Agreement, nor by Seller and to authorize the consummation by Seller of the transactions contemplated hereby or therebyby this Agreement. Seller has duly executed and delivered this Agreement, nor compliance and (assuming the due authorization, execution and delivery by Purchaser, Purchaser Parents and Seller Parent of this Agreement) this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with any the terms of this Agreement, except as enforcement may be limited by the Enforceability Exceptions. (c) The execution and delivery by Seller of this Agreement does not, and the consummation by Seller of the provisions hereof or thereof, transactions contemplated by this Agreement will not (i) conflict with or result in a breach violate the organizational documents of any provision of its Articles of Incorporation or By-LawsSeller, or (ii) constitute or result in a Default underDefault, or require any notification or Consent pursuant to, or result in the creation of any Lien (other than Permitted Liens) on any Asset asset of any Purchaser Company Seller under, any Contract or any Permit to which Seller is a party or by which any of its properties or assets is bound, (iii) constitute or result in a Default applicable to Seller or any of its properties or assets or (iv) result in the creation of any Purchaser CompanyLien (other than Permitted Liens), where on any of the properties or assets of Seller, in the case of each of clauses (ii), (iii) and (iv), other than any such Default or Lien, or any failure to obtain such Consent, is reasonably likely to haveitems that, individually or in the aggregate, a Material Adverse Effect on Purchaser, are not reasonably expected to materially affect the ability of Seller to perform its obligations under this Agreement or (iii) subject to receipt of consummate the requisite approvals referred to in Section 8.1(b) of transactions contemplated by this Agreement, violate any Law or Order applicable to any Purchaser Company or any of its Assets. (cd) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate Laws and rules of the NASD, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the 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 Purchaser, no No notice to, filing with, or Consent of, any public body or authority Regulatory Authority by Seller is necessary in connection with the execution and delivery of this Agreement or for the consummation by Purchaser or Purchaser Bank Seller of the Mergers and the other transactions contemplated in by this Agreement.

Authority; No Breach. (a) Each of Purchaser and Purchaser Bank TARGET has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and the Bank Merger Agreement and to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance of this Agreement and the Bank Merger Agreement and the consummation of the transactions contemplated herein and thereinherein, including the MergersMerger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of Purchaser and Purchaser BankTARGET, subject to the approval of this Agreement by the holders of a majority of the outstanding TARGET Common Stock. This Subject to such requisite shareholder approval, this Agreement and the Bank Merger Agreement represent represents a legal, valid valid, and binding obligations obligation of Purchaser and Purchaser Bank, as the case may beTARGET, enforceable against them TARGET in accordance with their respective 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) With respect to each of Purchaser and Purchaser Bank, neither Neither the execution and delivery of this Agreement or the Bank Merger Agreementby TARGET, nor the consummation by TARGET of the transactions contemplated hereby or therebyhereby, nor compliance by TARGET with any of the provisions hereof or thereofhereof, will (i) conflict with or result in a breach of any provision of its TARGET's Articles of Incorporation or By-LawsBylaws, 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 Purchaser Company TARGET under, any Contract or Permit of any Purchaser CompanyTARGET, 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 PurchaserTARGET, or or, (iii) subject to receipt of the requisite approvals referred to in Section 8.1(b9.1(b) of this Agreement, violate any Law or Order applicable to any Purchaser Company TARGET or any of its Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate Laws and rules of the NASDsecurities Laws, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the IRS 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 PurchaserTARGET, no notice to, filing with, or Consent of, of any public body or authority is necessary for the consummation by Purchaser or Purchaser Bank TARGET of the Mergers Merger and the other transactions contemplated in this Agreement.

Authority; No Breach. (a) Each member of Purchaser and Purchaser Bank the Seller Group has the all requisite corporate power and authority necessary to execute, execute and deliver and perform its obligations under this Agreement and the Bank Merger Agreement to perform, carry out and to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance of this Agreement and each of the Bank Merger Agreement Ancillary Agreements, and the consummation of the transactions contemplated herein and therein, including the Mergers, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of Purchaser and Purchaser Bankeach member of the Seller Group. This Agreement constitutes, and each of the Bank Merger Agreement represent Ancillary Agreements when executed and delivered by the parties thereto will constitute, a legal, valid and binding obligations obligation of Purchaser and Purchaser Bank, as the case may beeach Seller, enforceable against them each Seller in accordance with their respective its terms (except in all cases as such enforceability may be limited or affected by applicable bankruptcy, insolvency, reorganization, moratorium reorganization or similar Laws affecting the enforcement other laws of general applicability relating to creditors’ ' rights generally and except that the availability as enforceability may be limited by rules of the equitable remedy of law governing specific performance or performance, injunctive relief is subject to the discretion of the court before which any proceeding may be brought)or other equitable remedies. (b) With respect to each of Purchaser Neither the execution, delivery and Purchaser Bank, neither the execution and delivery performance of this Agreement or and each of the Bank Merger Agreement, Ancillary Agreements by any member of the Seller Group nor the consummation of the transactions contemplated hereby or thereby, nor compliance with any of the provisions hereof or thereof, will herein and therein will: (i) conflict violate any provision of the Constitutive Documents of any member of the Seller Group; (ii) (with or without the giving of notice or the lapse of time or both) conflict with, result in a breach of any provision of its Articles of Incorporation or By-Laws, or (ii) constitute or result in a Default under, or require any Consent pursuant to, default under or result in the creation invalidity of, or accelerate the performance required by or cause the acceleration of the maturity of any Lien on debt or obligation pursuant to any Asset Contract which individually or in the aggregate would have a Material Adverse Effect; (iii) (with or without the giving of notice or the lapse or time or both) result in the creation of, or give any party the right to create, any Encumbrances upon any of the Included Assets, rights under the Contracts or the Assigned Intellectual Property which individually or in the aggregate would have a Material Adverse Effect; (iv) conflict with, violate, result in a breach of or constitute a default under any judgement, decree, order, or process of any Purchaser Company underGovernmental or Regulatory Authority binding upon any of the Included Assets , the Contracts, the Assigned Intellectual Property or the Business which individually or in the aggregate would have a Material Adverse Effect; (v) conflict with or violate any Contract statute, Law or Permit regulation applicable to any of any Purchaser Companythe Included Assets, the Contracts, the Assigned Intellectual Property or the Business, except where such Default conflicts or Lien, or any failure to obtain such Consent, is reasonably likely to have, violations (individually or in the aggregate, ) would not have a Material Adverse Effect on PurchaserEffect; (vi) terminate or modify, or give any third party the right to terminate or modify, the provisions or terms of any Contract, except where any such termination or modification would not have a Material Adverse Effect; or (iiivii) subject to receipt require any member of the requisite approvals referred Seller Group to in Section 8.1(b) of this Agreementobtain any authorization, violate consent, approval or waiver from, or to make any Law filing with, any Person, except where the failure to obtain such authorization, consent, approval or Order applicable to waiver or make any Purchaser Company or any of its Assets. filing (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate Laws and rules of the NASD, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the 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, ) would not have a Material Adverse Effect on Purchaser, no notice to, filing with, other than such as have been obtained or Consent of, any public body or authority is necessary for the consummation by Purchaser or Purchaser Bank of the Mergers and the other transactions contemplated in this Agreementmade.

Authority; No Breach. (a) Each of Purchaser and Purchaser Bank has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and the Bank Merger Agreement and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the Bank Merger Agreement and the consummation of the transactions contemplated herein and therein, including the Mergers, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of Purchaser and Purchaser Bank. This Agreement and the Bank Merger Agreement represent legal, valid and binding obligations of Purchaser and Purchaser Bank, as the case may be, enforceable against them in accordance with 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) With respect to each of Purchaser and Purchaser Bank, neither the execution and delivery of this Agreement or the Bank Merger Agreement, nor the consummation of the transactions contemplated hereby or thereby, nor compliance with any of the provisions hereof or thereof, will (i) conflict with or result in a breach of any provision of its Articles of Incorporation or By-Laws, or (ii) constitute or result in a Default or loss of benefit under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any Purchaser Company under, any Contract or Permit of any Purchaser 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 Purchaser, or (iii) subject to receipt of the requisite approvals referred to in Section 8.1(b) of this Agreement, violate any Law or Order applicable to any Purchaser Company or any of its Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate Laws and rules of the NASD, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the 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 Purchaser, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by Purchaser or Purchaser Bank of the Mergers and the other transactions contemplated in this Agreement.

Authority; No Breach. (a) Each of Purchaser and Purchaser Bank CROSSROADS has the corporate power and -------------------- authority necessary to execute, deliver and perform its obligations under this Agreement and the Bank Merger Agreement and to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance of this Agreement and the Bank Merger Agreement and the consummation of the transactions contemplated herein and thereinherein, including the MergersMerger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of Purchaser and Purchaser BankCROSSROADS, subject to the approval of this Agreement by the holders of sixty percent (60%) of the outstanding CROSSROADS Common Stock. This Subject to such requisite shareholders approval, this Agreement and the Bank Merger Agreement represent represents a legal, valid and binding obligations obligation of Purchaser and Purchaser Bank, as the case may beCROSSROADS, enforceable against them CROSSROADS in accordance with their respective 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) With respect to each of Purchaser and Purchaser Bank, neither Neither the execution and delivery of this Agreement or the Bank Merger Agreementby CROSSROADS, nor the consummation by CROSSROADS of the transactions contemplated hereby or therebyhereby, nor compliance by CROSSROADS with any of the provisions hereof or thereofhereof, will (i) conflict with or result in a breach of any provision of its CROSSROADS'S Articles of Incorporation or By-LawsBylaws, 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 Purchaser CROSSROADS Company under, any Contract or Permit of any Purchaser CROSSROADS 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 PurchaserCROSSROADS, or or, (iii) subject to receipt of the requisite approvals referred to in Section 8.1(b) of this Agreement, violate any Law or Order applicable to any Purchaser CROSSROADS Company or any of its their respective Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate Laws and rules of the NASDLaws, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the 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 PurchaserCROSSROADS, no notice to, filing with, or Consent of, of any public body or authority is necessary for the consummation by Purchaser or Purchaser Bank CROSSROADS of the Mergers Merger and the other transactions contemplated in this Agreement.

Authority; No Breach. (a) Each of Purchaser and Purchaser Bank TARGET has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and the Bank Merger Agreement and to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance of this Agreement and the Bank Merger Agreement and the consummation of the transactions contemplated herein and thereinherein, including the MergersMerger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of Purchaser and Purchaser BankTARGET, subject to the approval of this Agreement by the holders of a majority of the outstanding TARGET Capital Stock (determined on an as-converted basis). This Subject to such requisite stockholder approval, this Agreement and the Bank Merger Agreement represent represents a legal, valid valid, and binding obligations obligation of Purchaser and Purchaser Bank, as the case may beTARGET, enforceable against them TARGET in accordance with their respective 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) With respect to each of Purchaser and Purchaser Bank, neither Neither the execution and delivery of this Agreement or the Bank Merger Agreementby TARGET, nor the consummation by TARGET of the transactions contemplated hereby or therebyhereby, nor compliance by TARGET with any of the provisions hereof or thereofhereof, will (i) conflict with or result in a breach of any provision of its TARGET's Articles of Incorporation or By-LawsBylaws, 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 Purchaser Company TARGET under, any Contract or Permit of any Purchaser CompanyTARGET, 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 Purchaser, or (iii) subject to receipt of the requisite approvals referred to in Section 8.1(b) of this Agreement, violate any Law or Order applicable to any Purchaser Company or any of its AssetsTARGET. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate Laws and rules of the NASDsecurities Laws, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the IRS 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 PurchaserTARGET, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by Purchaser or Purchaser Bank of the Mergers and the other transactions contemplated in this Agreement.,

Authority; No Breach. (a) Each of Purchaser and Purchaser Bank Buyer has the all necessary corporate power and authority necessary to execute, execute and deliver and perform its obligations under this Agreement and the Bank Merger Agreement and to consummate complete the transactions contemplated hereby by this Agreement. Buyer has taken all action required by Law, its Governing Documents and thereby. The otherwise to authorize Buyer’s execution, delivery and performance of this Agreement and the Bank Merger Agreement and the consummation of the transactions contemplated herein and therein, including the Mergers, have been Agreement. Buyer has duly and validly authorized executed and delivered this Agreement and, assuming the due authorization, execution and delivery of this Agreement by all necessary corporate action in respect thereof on the part of Purchaser and Purchaser Bank. This Agreement Seller and the Bank Merger Seller Shareholders, this Agreement represent legal, constitutes the legal and valid and binding obligations obligation of Purchaser and Purchaser Bank, as the case may be, Buyer enforceable against them in accordance with their respective terms (except in all cases as such enforceability may be limited by its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of relating to creditors’ rights generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). No vote of Buyer’s stockholders and no approval of Buyer’s board of directors is required by Law, Buyer’s Governing Documents or otherwise in connection with this Agreement or the transactions contemplated hereby, except that the availability of the equitable remedy of specific performance as has been obtained and which has not been amended, modified or injunctive relief is subject to the discretion of the court before which any proceeding may be brought)rescinded and remains in full force and effect. (b) With respect to each of Purchaser and Purchaser Bank, neither Neither the execution and delivery of this Agreement or the Bank Merger Agreement, nor the consummation completion or performance of the transactions contemplated hereby will, directly or thereby, nor compliance with any of the provisions hereof or thereof, will indirectly: (i) conflict with or result in a breach of Breach any provision of its Articles Buyer’s Governing Documents or any resolution adopted by Buyer’s board of Incorporation or By-Laws, or directors; (ii) constitute Breach any provision of, or result in give any Person a Default right to declare a default or exercise any remedy under, or require any Consent pursuant toaccelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Contract to which Buyer is a party or by which it is bound; (iii) result in the creation or imposition of an Encumbrance upon or in relation to any Lien on asset of Buyer; or (iv) violate or otherwise Breach, or give any Asset Authority the right to challenge any of the transactions contemplated by this Agreement or exercise any Purchaser Company remedy or obtain any relief under, any Contract or Permit of any Purchaser 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 Purchaser, or (iii) subject to receipt of the requisite approvals referred to in Section 8.1(b) of this Agreement, violate any Law or Order applicable to any Purchaser Company or any of its AssetsBuyer. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate Laws and rules of the NASD, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the 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 Purchaser, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by Purchaser or Purchaser Bank of the Mergers and the other transactions contemplated in this Agreement.

Authority; No Breach. (a) Each of Purchaser and Purchaser Bank SNB has the corporate power and -------------------- authority necessary to execute, deliver and perform its obligations under this Agreement and the Bank Merger Agreement and to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance of this Agreement and the Bank Merger Agreement and the consummation of the transactions contemplated herein and thereinherein, including the MergersMerger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of Purchaser and Purchaser BankSNB. This Agreement and the Bank Merger Agreement represent represents a legal, valid and binding obligations obligation of Purchaser and Purchaser Bank, as the case may beSNB, enforceable against them SNB in accordance with their respective 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) With respect to each of Purchaser and Purchaser Bank, neither Neither the execution and delivery of this Agreement or the Bank Merger Agreementby SNB, nor the consummation by SNB of the transactions contemplated hereby or therebyhereby, nor compliance by SNB with any of the provisions hereof or thereof, will (i) conflict with or result in a breach of any provision of its SNB's Articles of Incorporation or By-LawsBylaws, 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 Purchaser SNB Company under, any Contract or Permit of any Purchaser SNB 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 PurchaserSNB, or or, (iii) subject to receipt of the requisite approvals referred to in Section 8.1(b) of this Agreement, violate any Law or Order applicable to any Purchaser SNB Company or any of its their respective Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate Laws Laws, and rules of the NASD, and other than Consents required from Regulatory Authorities, and other than notices to or to-or-filings with the 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 PurchaserSNB, no notice to, filing with, or Consent of, of any public body or authority is necessary for the consummation by Purchaser or Purchaser Bank SNB of the Mergers Merger and the other transactions contemplated in this Agreement.

Authority; No Breach. (a) Each of Purchaser and Purchaser Bank TARGET has the all corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and the Bank Merger Agreement any Ancillary Agreements and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the Bank Merger Agreement any Ancillary Agreements and the consummation of the transactions contemplated herein and therein, including including, without limitation, the MergersMerger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of Purchaser and Purchaser BankTARGET. This Agreement and the Bank Merger have been approved by TARGET’s stockholders in accordance with the DGCL and TARGET’s Amended and Restated Certificate of Incorporation, as amended. Assuming due authorization, execution and delivery by the other parties hereto and thereto, this Agreement and any Ancillary Agreements represent legal, valid valid, and binding obligations of Purchaser and Purchaser Bank, as the case may beTARGET, enforceable against them TARGET in accordance with their respective 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) With respect to each of Purchaser and Purchaser Bank, neither Neither the execution and delivery of this Agreement or the Bank Merger Agreementany Ancillary Agreements by TARGET, nor the consummation by TARGET of the transactions contemplated hereby or thereby, nor compliance by TARGET with any of the provisions hereof or thereof, will (i) conflict with or result in a breach of any provision of its Articles TARGET’s Amended and Restated Certificate of Incorporation or By-LawsIncorporation, as amended, or Bylaws; (ii) constitute or result in a Default under, or other than those Consents listed in the TARGET Disclosure Letter, require any Consent pursuant to, or result in the creation of any Lien on any Asset of any Purchaser Company TARGET under, any Contract or Permit of any Purchaser CompanyTARGET, 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 Purchaser, TARGET; or (iii) subject to receipt of the requisite approvals referred to in Section 8.1(b) of this Agreement, violate any Law or Order applicable to any Purchaser Company TARGET or any of its Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, Laws and applicable state corporate Laws and rules of the NASDsecurities Laws, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the IRS or the Pension Benefit Guaranty Corporation with respect to any employee benefit plansInternal Revenue Service, 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 PurchaserTARGET, no notice to, filing with, or Consent of, of any public body or authority is necessary for the consummation by Purchaser or Purchaser Bank TARGET of the Mergers Merger and the other transactions contemplated in this AgreementAgreement and any Ancillary Agreements.

Authority; No Breach. (a) Each of Purchaser and Purchaser Bank Such Seller Shareholder has the corporate all necessary power and authority necessary to execute, execute and deliver and perform its obligations under this Agreement and the Bank Merger Agreement and to consummate complete the transactions contemplated hereby by this Agreement. Such Seller Shareholder has taken all action required by Law, its Governing Documents (as applicable) and thereby. The otherwise to authorize such Seller Shareholder’s execution, delivery and performance of this Agreement and the Bank Merger Agreement and the consummation of the transactions contemplated herein and therein, including the Mergers, have been Agreement. Such Seller Shareholder has duly and validly authorized executed and delivered this Agreement and, assuming the due authorization, execution and delivery of this Agreement by all necessary corporate action in respect thereof on Buyer, this Agreement constitutes the part legal and valid binding obligation of Purchaser and Purchaser Bank. This Agreement and the Bank Merger Agreement represent legal, valid and binding obligations of Purchaser and Purchaser Bank, as the case may be, such Seller Shareholder enforceable against them in accordance with their respective terms (except in all cases as such enforceability may be limited by its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of relating to creditors’ rights generally and except that to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). In the availability case of the equitable remedy GRAT, no approval of specific performance such Seller Shareholder’s trustee is required by Law, such Seller Shareholder’s Governing Documents or injunctive relief is subject to otherwise in connection with this Agreement or the discretion of the court before transactions contemplated hereby, except for those which any proceeding may be brought)have been obtained and which have not been amended, modified or rescinded and remain in full force and effect. (b) With respect to each of Purchaser and Purchaser Bank, neither Neither the execution and delivery of this Agreement or the Bank Merger Agreement, nor the consummation completion or performance of the transactions contemplated hereby will, directly or thereby, nor compliance with any of the provisions hereof or thereof, will indirectly: (i) conflict with or result in a breach of Breach any provision of its Articles such Seller Shareholder’s Governing Documents (as applicable) or, in the case of Incorporation or By-Lawsthe GRAT, or any resolution adopted by such Seller Shareholder’s trustee (as applicable); (ii) constitute assuming the Consents identified in Schedule 4.5 are obtained, breach any provision of, or result in give any Person a Default right to declare a default or exercise any remedy under, or require any Consent pursuant toaccelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Contract to which such Seller Shareholder is a party or by which he, she or it is bound; (iii) result in the creation or imposition of an Encumbrance upon or in relation to any Lien on asset of such Seller Shareholder; or (iv) assuming the Consents identified in Schedule 4.5 are obtained, violate or otherwise Breach, or give any Asset Authority the right to challenge any of the transactions contemplated by this Agreement or exercise any Purchaser Company remedy or obtain any relief under, any Contract or Permit of any Purchaser 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 Purchaser, or (iii) subject to receipt of the requisite approvals referred to in Section 8.1(b) of this Agreement, violate any Law or Order applicable to any Purchaser Company or any of its Assetssuch Seller Shareholder. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate Laws and rules of the NASD, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the 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 Purchaser, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by Purchaser or Purchaser Bank of the Mergers and the other transactions contemplated in this Agreement.

Authority; No Breach. (a) Each of Purchaser and Purchaser Bank MERGER Sub has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and the Bank Merger Agreement and to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance of this Agreement and the Bank Merger Agreement and the consummation of the transactions contemplated herein and thereinherein, including the MergersMerger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of Purchaser and Purchaser BankMERGER SUB. This Agreement and the Bank Merger Agreement represent represents a legal, valid valid, and binding obligations obligation of Purchaser and Purchaser Bank, as the case may beMERGER SUB, enforceable against them MERGER SUB in accordance with their respective 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) With respect to each of Purchaser and Purchaser Bank, neither Neither the execution and delivery of this Agreement or the Bank Merger Agreementby MERGER SUB, nor the consummation by MERGER SUB of the transactions contemplated hereby or therebyhereby, nor compliance by MERGER SUB with any of the provisions hereof or thereof, will (i) conflict with or result in a breach of any provision of its MERGER SUB's Articles of Incorporation or By-LawsBylaws, 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 Purchaser Company MERGER SUB under, any Contract or Permit of any Purchaser CompanyMERGER SUB, 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 PurchaserMERGER SUB, or or, (iii) subject to receipt of the requisite approvals referred to in Section 8.1(b9.1(b) of this Agreement, violate any Law or Order applicable to any Purchaser Company MERGER SUB or any of its Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate Laws and rules of the NASDsecurities Laws, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the IRS 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 PurchaserMERGER SUB, no notice to, filing with, or Consent of, of any public body or authority is necessary for the consummation by Purchaser or Purchaser Bank MERGER SUB of the Mergers Merger and the other transactions contemplated in this Agreement.

Authority; No Breach. (a) Each of Purchaser and Purchaser Bank PURCHASER has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and the Bank Merger Agreement and to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance of this Agreement and the Bank Merger Agreement and the consummation of the transactions contemplated herein and thereinherein, including the MergersMerger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of Purchaser and Purchaser BankPURCHASER. This Agreement and the Bank Merger Agreement represent represents a legal, valid valid, and binding obligations obligation of Purchaser and Purchaser Bank, as the case may bePURCHASER, enforceable against them PURCHASER in accordance with their respective 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) With respect to each of Purchaser and Purchaser Bank, neither Neither the execution and delivery of this Agreement or the Bank Merger Agreementby PURCHASER, nor the consummation by PURCHASER of the transactions contemplated hereby or therebyhereby, nor compliance by PURCHASER with any of the provisions hereof or thereof, will (i) conflict with or result in a breach of any provision of its PURCHASER's Articles of Incorporation or By-LawsBylaws, 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 Purchaser PURCHASER Company under, any Contract or Permit of any Purchaser PURCHASER 18 23 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 PurchaserPURCHASER, or or, (iii) subject to receipt of the requisite approvals referred to in Section 8.1(b9.1(b) of this Agreement, violate any Law or Order applicable to any Purchaser PURCHASER Company or any of its their respective Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate Laws 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 IRS 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 PurchaserPURCHASER, no notice to, filing with, or Consent of, of any public body or authority is necessary for the consummation by Purchaser or Purchaser Bank PURCHASER of the Mergers Merger and the other transactions contemplated in this Agreement.

Authority; No Breach. (a) Each of Purchaser and Purchaser Bank has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and the Bank Merger Agreement and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the Bank Merger Agreement and the consummation of the transactions contemplated herein and therein, including the Mergers, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of Purchaser and Purchaser Bank. This Agreement and the Bank Merger Agreement represent legal, valid and binding obligations of Purchaser and Purchaser Bank, as the case may be, enforceable against them in accordance with 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) With respect to each of Purchaser and Purchaser Bank, neither the execution and delivery of this Agreement or the Bank Merger Agreement, nor the consummation of the transactions contemplated hereby or thereby, nor compliance with any of the provisions hereof or thereof, will (i) conflict with or result in a breach of any provision of its Articles of Incorporation or By-Laws, or (ii) constitute or result in a Default or loss of benefit under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any Purchaser Company under, any Contract or Permit of any Purchaser 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 Purchaser, or (iii) subject to receipt of the requisite approvals referred to in Section 8.1(b) of this Agreement, violate any Law or Order applicable to any Purchaser Company or any of its Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate Laws and rules of the NASD, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the 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 Purchaser, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by Purchaser or Purchaser Bank of the Mergers and the other transactions contemplated in this Agreement.

Authority; No Breach. (a) Each of Purchaser and Purchaser Bank TARGET has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and the Bank Merger Agreement and to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance of this Agreement and the Bank Merger Agreement and the consummation of the transactions contemplated herein and thereinherein, including the MergersMerger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of Purchaser and Purchaser BankTARGET, subject to the approval of this Agreement by the holders of a majority of the outstanding TARGET Common Stock. This Subject to such requisite shareholder approval, this Agreement and the Bank Merger Agreement represent represents a legal, valid valid, and binding obligations obligation of Purchaser and Purchaser Bank, as the case may beTARGET, enforceable against them TARGET in accordance with their respective 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) With respect to each of Purchaser and Purchaser Bank, neither Neither the execution and delivery of this Agreement or the Bank Merger Agreementby TARGET, nor the consummation by TARGET of the transactions contemplated hereby or therebyhereby, nor compliance by TARGET with any of the provisions hereof or thereof, will (i) conflict with or result in a breach of any provision of its TARGET's Articles of Incorporation or By-LawsBylaws, 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 Purchaser TARGET Company under, any Contract or Permit of any Purchaser TARGET 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 PurchaserTARGET, or or, (iii) subject to receipt of the requisite approvals referred to in Section 8.1(b) of this Agreement, violate any Law or Order applicable to any Purchaser TARGET Company or any of its their respective Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate Laws and rules of the NASDsecurities Laws, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the IRS 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 PurchaserTARGET, no notice to, filing with, or Consent of, of any public body or authority is necessary for the consummation by Purchaser or Purchaser Bank TARGET of the Mergers Merger and the other transactions contemplated in this Agreement.

Authority; No Breach. (a) Each of Purchaser and Purchaser Bank The Seller has the corporate all requisite power and authority necessary to execute, execute and deliver and perform its obligations under this Agreement and the Bank Merger Agreement Operative Documents to which it is a party, and to perform, carry out and consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the Bank Merger Agreement and the consummation of the transactions contemplated herein and therein, including the Mergers, Operative Documents to which it is a party have been duly authorized and validly authorized approved by the Board of Directors of Seller and all other necessary corporate action in respect thereof on the part of Purchaser the Seller, and Purchaser Bankare in accordance with the Bankruptcy Code and do not require any further authorization or consent of Seller or its stockholders. This Agreement has been duly executed and delivered by the Bank Merger Agreement represent Seller and, subject to the entry of the Bankruptcy Court Order, constitutes the legal, valid and binding obligations obligation of Purchaser and Purchaser Bank, as the case may be, Seller enforceable against them the Seller in accordance with their respective terms its terms, except (except in all cases i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws and other laws of general application affecting the enforcement of creditors’ creditors rights generally generally, and except that (ii) as limited by laws relating to the availability of the equitable remedy of specific performance or performance, injunctive relief is or other equitable remedies. Each Operative Document to be signed by Seller after the date hereof will constitute, when delivered by the Seller, and subject to the discretion entry of the court before which any proceeding may be brought)Bankruptcy Court Order, the legal, valid and binding obligations of the Seller enforceable against the Seller in accordance with their respective terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. (b) With respect to each of Purchaser and Purchaser Bank, neither Neither the execution and delivery of this Agreement or any Operative Document by the Bank Merger Agreement, Seller nor the consummation of any of the transactions contemplated hereby herein or therebytherein, nor compliance with the full performance by the Seller of its obligations hereunder or thereunder do or will: (i) violate any provision of the provisions hereof certificate of incorporation or thereof, will by-laws of the Seller; (iii) conflict with or result in a breach or default (or an event which, with notice or lapse of any provision of its Articles of Incorporation time or By-Lawsboth, would constitute a breach or (iidefault) constitute under, or result in a Default underthe termination or cancellation of, or require accelerate the performance required by any Consent pursuant toAssumed Contract, or result in the creation or imposition of any Lien on Encumbrance (other than a Permitted Encumbrance) upon any Asset Purchased Asset. (iii) conflict with, violate, result in a breach of or constitute a default under any writ, injunction, statute, law, ordinance, rule, regulation, judgment, award, Permit, decree, order, or process of any Purchaser Company under, any Contract or Permit of any Purchaser Company, where such Default or Lien, Governmental and Regulatory Authority to which the Seller or any Purchased Assets are subject, other than such conflicts, violations, breaches or defaults which could not reasonably be expected to have a Material Adverse Effect; or (iv) require the Seller to obtain any Consent, except to the extent that the failure to obtain such Consent, is reasonably likely to have, individually or in the aggregate, Consent would not have a Material Adverse Effect on Purchaser, or (iii) subject to receipt of the requisite approvals referred to in Section 8.1(b) of this Agreement, violate any Law or Order applicable to any Purchaser Company or any of its AssetsEffect. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate Laws and rules of the NASD, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the 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 Purchaser, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by Purchaser or Purchaser Bank of the Mergers and the other transactions contemplated in this Agreement.

Authority; No Breach. (a) Each of Purchaser and Purchaser Bank Protective has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and the Bank Merger Agreement Ancillary Agreements to which it is or will be a party, and to consummate the transactions contemplated hereby and therebyTransactions provided for herein. The execution, delivery and performance of this Agreement and the Bank Merger Agreement Ancillary Agreements to which it is or will be a party, and the consummation of the transactions contemplated herein and thereinTransactions provided for herein, including the MergersMerger, 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 Purchaser and Purchaser BankProtective. This Subject to required regulatory consents, this Agreement and the Bank Merger Agreement Ancillary Agreements to which it is or will be a party, represent a legal, valid and binding obligations obligation of Purchaser and Purchaser Bank, as the case may beProtective, enforceable against them Protective in accordance with 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)terms. (b) With respect to each of Purchaser and Purchaser Bank, neither Neither the execution and delivery of this Agreement and the Ancillary Agreements to which it is or the Bank Merger Agreementwill be a party, by Protective, nor the consummation by Protective of the transactions contemplated hereby or therebyTransactions provided for herein, nor compliance by Protective with any of the provisions hereof or thereofhereof, will (i) conflict with or result in a breach of any provision of its Articles Protective’s certificate of Incorporation incorporation or By-Lawsbylaws, 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 Purchaser Company under, any Contract or Permit of any Purchaser Protective 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 PurchaserProtective, or or, (iii) subject to receipt of the requisite approvals referred to in Section 8.1(b9.1(c) of this Agreement, violate any Law or Order applicable to any Purchaser Company Protective or any of its Assets. (c) Other than (i) in connection or compliance with the provisions of the Securities Laws, applicable state corporate Laws and securities Laws, and rules of the NASDNYSE and FINRA, and other than (ii) Consents required from Regulatory Authorities, and other than (iii) notices to or filings with the IRS 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 PurchaserProtective, no notice to, filing with, with or Consent of, any public body or authority is necessary for the consummation by Purchaser or Purchaser Bank Protective of the Mergers and the other transactions contemplated in this AgreementTransactions.

Authority; No Breach. (a) Each Neither the Signing and delivery of Purchaser this Agreement or any other Transaction Document by the Company Parties, nor the consummation of the Transactions, nor compliance by the Company Parties with any of the provisions of this Agreement or any other Transaction Document will (i) conflict with or result in a breach of any provision of the Company’s Governing Documents, (ii) constitute or result in a Default under, require any Consent pursuant to, or result in the creation of any Lien on any Asset of the Company under, any Company Contract, or any License or Permit of the Company, or (iii) violate any Law or Order applicable to the Company or any of its Assets. (b) Except as set forth in Section 1.2(b) of the Disclosure Letter, no notice to, Consent or Order of, or registration, declaration or filing with any Person (including any Regulatory Authority and Purchaser Bank any party to any Company Contract) is required by or with respect to the Business as a result of the Signing and delivery of the Transaction Documents and the consummation of the Transactions. (c) The Company has the corporate requisite power and authority necessary to execute, Sign and deliver and perform its obligations under this Agreement and the Bank Merger Agreement other Transaction Documents to which it is a party and to consummate perform its obligations hereunder and thereunder, and the transactions contemplated hereby and thereby. The executionSigning, delivery and performance of this Agreement and the Bank Merger Agreement and the consummation of the transactions contemplated herein and therein, including the Mergers, other Transaction Documents to which it is a party have been duly and validly authorized by all necessary corporate action in respect thereof on the part of Purchaser the Company. Each Former Owner has all requisite power, authority and Purchaser Banklegal capacity to Sign and deliver this Agreement and the other Transaction Documents to which he, she or it is a party and to perform his, her or its respective obligations hereunder and thereunder. This Agreement and each of the Bank Merger Agreement represent legalother Transaction Documents have been Signed by the Company and each Former Owner, as applicable, and constitute the valid and binding obligations agreements of Purchaser the Company and Purchaser Bank, as the case may beeach Former Owner, enforceable against them the Company and such Former Owner in accordance with 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 Litigation may be brought). (b) With respect to each of Purchaser and Purchaser Bank, neither the execution and delivery of this Agreement or the Bank Merger Agreement, nor the consummation of the transactions contemplated hereby or thereby, nor compliance with any of the provisions hereof or thereof, will (i) conflict with or result in a breach of any provision of its Articles of Incorporation or By-Laws, 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 Purchaser Company under, any Contract or Permit of any Purchaser 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 Purchaser, or (iii) subject to receipt of the requisite approvals referred to in Section 8.1(b) of this Agreement, violate any Law or Order applicable to any Purchaser Company or any of its Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate Laws and rules of the NASD, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the 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 Purchaser, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by Purchaser or Purchaser Bank of the Mergers and the other transactions contemplated in this Agreement.

Authority; No Breach. (a) Each of Purchaser and Purchaser Bank PURCHASER has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and the Bank Merger Agreement and to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance of this Agreement and the Bank Merger Agreement and the consummation of the transactions contemplated herein and thereinherein, including the MergersMerger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of Purchaser and Purchaser BankPURCHASER. This Agreement and the Bank Merger Agreement represent represents a legal, valid and binding obligations obligation of Purchaser and Purchaser Bank, as the case may bePURCHASER, enforceable against them PURCHASER in accordance with their respective 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) With respect to each of Purchaser and Purchaser Bank, neither Neither the execution and delivery of this Agreement or the Bank Merger Agreementby PURCHASER, nor the consummation by PURCHASER of the transactions contemplated hereby or therebyhereby, nor compliance by PURCHASER with any of the provisions hereof or thereof, will (i) conflict with or result in a breach of any provision of its PURCHASER's Articles of Incorporation or By-LawsBylaws, 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 Purchaser PURCHASER Company under, any Contract or Permit of any Purchaser PURCHASER 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 PurchaserPURCHASER, or or, (iii) subject to receipt of the requisite approvals referred to in Section 8.1(b) of this Agreement, violate any Law or Order applicable to any Purchaser PURCHASER Company or any of its their respective Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate Laws 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 IRS 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 PurchaserPURCHASER, no notice to, filing with, or Consent of, of any public body or authority is necessary for the consummation by Purchaser or Purchaser Bank PURCHASER of the Mergers Merger and the other transactions contemplated in this Agreement.

Authority; No Breach. (a) Each of Purchaser and Purchaser Bank Merger Sub has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and the Bank Merger Agreement and to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance of this Agreement and the Bank Merger Agreement and the consummation of the transactions contemplated herein and thereinherein, including the MergersMerger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of Purchaser and Purchaser BankMerger Sub. This Agreement and the Bank Merger Agreement represent represents a legal, valid valid, and binding obligations obligation of Purchaser and Purchaser Bank, as the case may beMerger Sub, enforceable against them Merger Sub in accordance with their respective 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) With respect to each of Purchaser and Purchaser Bank, neither Neither the execution and delivery of this Agreement or the Bank by Merger AgreementSub, nor the consummation by Merger Sub of the transactions contemplated hereby or therebyhereby, nor compliance by Merger Sub with any of the provisions hereof or thereof, will (i) conflict with or result in a breach of any provision of its Merger Sub’s Articles of Incorporation or By-LawsBylaws, 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 Purchaser Company Merger Sub under, any Contract or Permit of any Purchaser CompanyMerger Sub, 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 PurchaserMerger Sub, or (iii) subject to receipt of the requisite approvals referred to in Section 8.1(b) of this Agreement, violate any Law or Order applicable to any Purchaser Company Merger Sub or any of its Assets. (c) Other No notice to, filing with, or Consent of any public body or authority is necessary for the consummation by Merger Sub of the Merger and the other transactions contemplated in this Agreement other than (i) in connection or compliance with the provisions of the Securities Laws, applicable state corporate Laws and rules of the NASD, and other than (ii) Consents required from and notices to Regulatory Authorities, and other than (iii) notices to or filings with the IRS 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 Purchaser, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by Purchaser or Purchaser Bank of the Mergers and the other transactions contemplated in this AgreementMerger Sub.

Authority; No Breach. (a) Each of Purchaser and Purchaser Bank has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and the Bank Merger Agreement and to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance of this Agreement and the Bank Merger Agreement and the consummation of the transactions contemplated herein and thereinherein, including the MergersMerger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of Purchaser and Purchaser BankPurchaser. This Agreement and the Bank Merger Agreement represent represents a legal, valid and binding obligations obligation of Purchaser and Purchaser Bank, as the case may bePurchaser, enforceable against them Purchaser in accordance with their respective 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) With respect to each of Purchaser and Purchaser Bank, neither Neither the execution and delivery of this Agreement or the Bank Merger Agreementby Purchaser, nor the consummation by Purchaser of the transactions contemplated hereby or therebyhereby, nor compliance by Purchaser with any of the provisions hereof or thereof, will (i) conflict with or result in a breach of any provision of its Purchaser’s Articles of Incorporation or By-LawsBylaws, 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 Purchaser Company under, any Contract or Permit of any Purchaser 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 Purchaser, or (iii) subject to receipt of the requisite approvals referred to in Section 8.1(b) of this Agreement, violate any Law or Order applicable to any Purchaser Company or any of its their respective Assets. . No notice to, filing with, or Consent of any public body or authority is necessary for the consummation by Purchaser of the Merger and the other transactions contemplated in this Agreement other than (ci) 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 (ii) Consents required from and notices to Regulatory Authorities, and other than (iii) notices to or filings with the IRS 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 be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on Purchaser, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by Purchaser or Purchaser Bank of the Mergers and the other transactions contemplated in this Agreement.

Authority; No Breach. (a) Each of Purchaser and Purchaser Bank PURCHASER has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and the Bank Merger Agreement and to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance of this Agreement and the Bank Merger Agreement and the consummation of the transactions contemplated herein and thereinherein, including the MergersMerger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of Purchaser and Purchaser BankPURCHASER. This Agreement and the Bank Merger Agreement represent represents a legal, valid valid, and binding obligations obligation of Purchaser and Purchaser Bank, as the case may bePURCHASER, enforceable against them PURCHASER in accordance with their respective 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) With respect to each of Purchaser and Purchaser Bank, neither Neither the execution and delivery of this Agreement or the Bank Merger Agreementby PURCHASER, nor the consummation by PURCHASER of the transactions contemplated hereby or therebyhereby, nor compliance by PURCHASER with any of the provisions hereof or thereof, will (i) conflict with or result in a breach of any provision of its PURCHASER's Articles of Incorporation or By-LawsBylaws, 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 Purchaser PURCHASER Company under, any Contract or Permit of any Purchaser PURCHASER 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 PurchaserPURCHASER, or or, (iii) subject to receipt of the requisite approvals referred to in Section 8.1(b9.1(b) of this Agreement, violate any Law or Order applicable to any Purchaser PURCHASER Company or any of its their respective Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate Laws 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 IRS 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 PurchaserPURCHASER, no notice to, filing with, or Consent of, of any public body or authority is necessary for the consummation by Purchaser or Purchaser Bank PURCHASER of the Mergers Merger and the other transactions contemplated in this Agreement.

Authority; No Breach. (a) Each of Purchaser and Purchaser Bank has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and the Bank Merger Agreement and to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance of this Agreement and the Bank Merger Agreement and the consummation of the transactions contemplated herein and thereinherein, including the MergersMerger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of Purchaser and Purchaser BankPurchaser. This Agreement and the Bank Merger Agreement represent represents a legal, valid and binding obligations obligation of Purchaser and Purchaser Bank, as the case may bePurchaser, enforceable against them Purchaser in accordance with their respective 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) With respect to each of Purchaser and Purchaser Bank, neither Neither the execution and delivery of this Agreement or the Bank Merger Agreementby Purchaser, nor the consummation by Purchaser of the transactions contemplated hereby or therebyhereby, nor compliance by Purchaser with any of the provisions hereof or thereof, will (i) conflict with or result in a breach of any provision of its Purchaser’s Articles of Incorporation or By-LawsBylaws, 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 Purchaser Company under, any Contract or Permit of any Purchaser 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 Purchaser, or (iii) subject to receipt of the requisite approvals referred to in Section 8.1(b) of this Agreement, violate any Law or Order applicable to any Purchaser Company or any of its their respective Assets. (c) Other No notice to, filing with, or Consent of any public body or authority is necessary for the consummation by Purchaser of the Merger and the other transactions contemplated in this Agreement other than (i) in connection or compliance with the provisions of the Securities Laws, applicable state corporate Laws and rules of the NASD, and other than (ii) Consents required from and notices to Regulatory Authorities, and other than (iii) notices to or filings with the IRS 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 be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on Purchaser, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by Purchaser or Purchaser Bank of the Mergers and the other transactions contemplated in this Agreement.