Common use of Authority; No Breach Clause in Contracts

Authority; No Breach. (a) MERGER SUB has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and any Ancillary Agreements and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and any Ancillary Agreements and the consummation of the transactions contemplated herein and therein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of MERGER SUB. Assuming due authorization, execution and delivery by the other parties hereto and thereto, this Agreement and any Ancillary Agreements represent legal, valid, and binding obligations of MERGER SUB, enforceable against MERGER SUB in accordance with their 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) Neither the execution and delivery of this Agreement or any 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 will (i) conflict with or result in a breach of any provision of MERGER SUB’s Certificate of Incorporation 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 MERGER SUB under, any Contract or Permit of MERGER 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 MERGER SUB; or (iii) subject to receipt of the requisite approval referred to in Section 9.1(b) of this Agreement, violate any Law or Order applicable to MERGER SUB or any of its Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal 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 MERGER SUB, 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 and any Ancillary Agreements.

Authority; No Breach. (a) MERGER SUB Each of Purchaser and Purchaser Bank has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and any Ancillary Agreements the Bank Merger Agreement and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and any Ancillary Agreements the Bank Merger Agreement and the consummation of the transactions contemplated herein and therein, including the MergerMergers, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of MERGER SUBPurchaser and Purchaser Bank. Assuming due authorization, execution and delivery by the other parties hereto and thereto, this This Agreement and any Ancillary Agreements the Bank Merger Agreement represent legal, valid, valid and binding obligations of MERGER SUBPurchaser and Purchaser Bank, as the case may be, enforceable against MERGER SUB them 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) Neither With respect to each of Purchaser and Purchaser Bank, neither the execution and delivery of this Agreement or any Ancillary Agreement by MERGER SUBthe Bank Merger Agreement, 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 MERGER SUB’s Certificate its Articles of Incorporation or Bylaws; 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 MERGER SUB any Purchaser Company under, any Contract or Permit of MERGER SUBany 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 MERGER SUB; Purchaser, or (iii) subject to receipt of the requisite approval approvals referred to in Section 9.1(b8.1(b) of this Agreement, violate any Law or Order applicable to MERGER SUB 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 securities Lawsrules of the NASD, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue ServiceIRS 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 MERGER SUBPurchaser, no notice to, filing with, or Consent of of, any public body or authority is necessary for the consummation by MERGER SUB Purchaser or Purchaser Bank of the Merger Mergers and the other transactions contemplated in this Agreement and any Ancillary AgreementsAgreement.

Authority; No Breach. (a) MERGER SUB TARGET has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and any Ancillary Agreements and to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance of this Agreement and any Ancillary Agreements and the consummation of the transactions contemplated herein and thereinherein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of MERGER SUB. Assuming due authorizationTARGET, execution and delivery subject to the approval of this Agreement by the other parties hereto and theretoholders of a majority of the outstanding TARGET Common Stock. Subject to such requisite shareholder approval, this Agreement and any Ancillary Agreements represent represents a legal, valid, and binding obligations obligation of MERGER SUBTARGET, enforceable against MERGER SUB TARGET in accordance with their 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) Neither the execution and delivery of this Agreement or any Ancillary Agreement by MERGER SUBTARGET, nor the consummation by MERGER SUB TARGET of the transactions contemplated hereby or therebyhereby, nor compliance by MERGER SUB TARGET with any of the provisions hereof or thereof will (i) conflict with or result in a breach of any provision of MERGER SUB’s Certificate TARGET's Articles of Incorporation or Bylaws; , or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of MERGER SUB any TARGET Company under, any Contract or Permit of MERGER SUBany 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 MERGER SUB; or TARGET, or, (iii) subject to receipt of the requisite approval approvals referred to in Section 9.1(b8.1(b) of this Agreement, violate any Law or Order applicable to MERGER SUB any 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 and securities Laws, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue ServiceService 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 MERGER SUBTARGET, no notice to, filing with, or Consent of any public body or authority is necessary for the consummation by MERGER SUB TARGET of the Merger and the other transactions contemplated in this Agreement and any Ancillary AgreementsAgreement.

Authority; No Breach. (a) MERGER SUB Purchaser has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and any Ancillary Agreements and to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance of this Agreement and any Ancillary Agreements and the consummation of the transactions contemplated herein and thereinherein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of MERGER SUBPurchaser. Assuming due authorization, execution and delivery by the other parties hereto and thereto, this This Agreement and any Ancillary Agreements represent represents a legal, valid, valid and binding obligations obligation of MERGER SUBPurchaser, enforceable against MERGER SUB Purchaser in accordance with their 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) Neither the execution and delivery of this Agreement or any Ancillary Agreement by MERGER SUBPurchaser, nor the consummation by MERGER SUB Purchaser of the transactions contemplated hereby or therebyhereby, nor compliance by MERGER SUB Purchaser with any of the provisions hereof or thereof will (i) conflict with or result in a breach of any provision of MERGER SUBPurchaser’s Certificate Articles of Incorporation or Bylaws; , or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of MERGER SUB any Purchaser Company under, any Contract or Permit of MERGER SUBany 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 MERGER SUB; Purchaser, or (iii) subject to receipt of the requisite approval approvals referred to in Section 9.1(b8.1(b) of this Agreement, violate any Law or Order applicable to MERGER SUB any 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 and securities Laws, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal 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 MERGER SUB, no No notice to, filing with, or Consent of any public body or authority is necessary for the consummation by MERGER SUB 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, (ii) Consents required from and notices to Regulatory Authorities, (iii) notices to or filings with the IRS or the Pension Benefit Guaranty Corporation with respect to any Ancillary Agreementsemployee benefit plans, and (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.

Authority; No Breach. (a) MERGER SUB CROSSROADS has the corporate power and -------------------- authority necessary to execute, deliver and perform its obligations under this Agreement and any Ancillary Agreements and to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance of this Agreement and any Ancillary Agreements and the consummation of the transactions contemplated herein and thereinherein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of MERGER SUB. Assuming due authorizationCROSSROADS, execution and delivery subject to the approval of this Agreement by the other parties hereto and theretoholders of sixty percent (60%) of the outstanding CROSSROADS Common Stock. Subject to such requisite shareholders approval, this Agreement and any Ancillary Agreements represent represents a legal, valid, valid and binding obligations obligation of MERGER SUBCROSSROADS, enforceable against MERGER SUB CROSSROADS in accordance with their 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) Neither the execution and delivery of this Agreement or any Ancillary Agreement by MERGER SUBCROSSROADS, nor the consummation by MERGER SUB CROSSROADS of the transactions contemplated hereby or therebyhereby, nor compliance by MERGER SUB CROSSROADS with any of the provisions hereof or thereof hereof, will (i) conflict with or result in a breach of any provision of MERGER SUB’s Certificate CROSSROADS'S Articles of Incorporation or Bylaws; , or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of MERGER SUB any CROSSROADS Company under, any Contract or Permit of MERGER SUBany 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 MERGER SUB; or CROSSROADS, or, (iii) subject to receipt of the requisite approval approvals referred to in Section 9.1(b8.1(b) of this Agreement, violate any Law or Order applicable to MERGER SUB any 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 and securities Laws, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue ServiceIRS 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 MERGER SUBCROSSROADS, no notice to, filing with, or Consent of any public body or authority is necessary for the consummation by MERGER SUB CROSSROADS of the Merger and the other transactions contemplated in this Agreement and any Ancillary AgreementsAgreement.

Authority; No Breach. (a) MERGER SUB PURCHASER has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and any Ancillary Agreements and to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance of this Agreement and any Ancillary Agreements and the consummation of the transactions contemplated herein and thereinherein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of MERGER SUBPURCHASER. Assuming due authorization, execution and delivery by the other parties hereto and thereto, this This Agreement and any Ancillary Agreements represent represents a legal, valid, valid and binding obligations obligation of MERGER SUBPURCHASER, enforceable against MERGER SUB PURCHASER in accordance with their 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) Neither the execution and delivery of this Agreement or any Ancillary Agreement by MERGER SUBPURCHASER, nor the consummation by MERGER SUB PURCHASER of the transactions contemplated hereby or therebyhereby, nor compliance by MERGER SUB PURCHASER with any of the provisions hereof or thereof will (i) conflict with or result in a breach of any provision of MERGER SUB’s Certificate PURCHASER's Articles of Incorporation or Bylaws; , or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of MERGER SUB any PURCHASER Company under, any Contract or Permit of MERGER SUBany 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 MERGER SUB; or PURCHASER, or, (iii) subject to receipt of the requisite approval approvals referred to in Section 9.1(b8.1(b) of this Agreement, violate any Law or Order applicable to MERGER SUB any 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 and securities Laws, and rules of the NASD, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue ServiceService 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 MERGER SUBPURCHASER, no notice to, filing with, or Consent of any public body or authority is necessary for the consummation by MERGER SUB PURCHASER of the Merger and the other transactions contemplated in this Agreement and any Ancillary AgreementsAgreement.

Authority; No Breach. (a) MERGER SUB PURCHASER has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and any Ancillary Agreements and to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance of this Agreement and any Ancillary Agreements and the consummation of the transactions contemplated herein and thereinherein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of MERGER SUBPURCHASER. Assuming due authorization, execution and delivery by the other parties hereto and thereto, this This Agreement and any Ancillary Agreements represent represents a legal, valid, and binding obligations obligation of MERGER SUBPURCHASER, enforceable against MERGER SUB PURCHASER in accordance with their 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) Neither the execution and delivery of this Agreement or any Ancillary Agreement by MERGER SUBPURCHASER, nor the consummation by MERGER SUB PURCHASER of the transactions contemplated hereby or therebyhereby, nor compliance by MERGER SUB PURCHASER with any of the provisions hereof or thereof will (i) conflict with or result in a breach of any provision of MERGER SUB’s Certificate PURCHASER's Articles of Incorporation or Bylaws; , or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of MERGER SUB any PURCHASER Company under, any Contract or Permit of MERGER SUBany 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 MERGER SUB; or PURCHASER, or, (iii) subject to receipt of the requisite approval approvals referred to in Section 9.1(b8.1(b) of this Agreement, violate any Law or Order applicable to MERGER SUB any 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 and securities Laws, and rules of the NASD, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue ServiceService 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 MERGER SUBPURCHASER, no notice to, filing with, or Consent of any public body or authority is necessary for the consummation by MERGER SUB PURCHASER of the Merger and the other transactions contemplated in this Agreement and any Ancillary AgreementsAgreement.

Authority; No Breach. (a) MERGER SUB Merger Sub has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and any Ancillary Agreements and to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance of this Agreement and any Ancillary Agreements and the consummation of the transactions contemplated herein and thereinherein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of MERGER SUBMerger Sub. Assuming due authorization, execution and delivery by the other parties hereto and thereto, this This Agreement and any Ancillary Agreements represent represents a legal, valid, and binding obligations obligation of MERGER SUBMerger Sub, enforceable against MERGER SUB Merger Sub in accordance with their 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) Neither the execution and delivery of this Agreement or any Ancillary Agreement by MERGER SUBMerger Sub, nor the consummation by MERGER SUB Merger Sub of the transactions contemplated hereby or therebyhereby, nor compliance by MERGER SUB Merger Sub with any of the provisions hereof or thereof will (i) conflict with or result in a breach of any provision of MERGER SUBMerger Sub’s Certificate Articles of Incorporation or Bylaws; , or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of MERGER SUB Merger Sub under, any Contract or Permit of MERGER SUBMerger 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 MERGER SUB; Merger Sub, or (iii) subject to receipt of the requisite approval approvals referred to in Section 9.1(b8.1(b) of this Agreement, violate any Law or Order applicable to MERGER SUB 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 securities Lawsrules 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 Internal Revenue ServiceIRS 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 MERGER SUB, 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 and any Ancillary AgreementsSub.

Authority; No Breach. (a) MERGER SUB Purchaser has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and any Ancillary Agreements and to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance of this Agreement and any Ancillary Agreements and the consummation of the transactions contemplated herein and thereinherein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of MERGER SUBPurchaser. Assuming due authorization, execution and delivery by the other parties hereto and thereto, this This Agreement and any Ancillary Agreements represent represents a legal, valid, valid and binding obligations obligation of MERGER SUBPurchaser, enforceable against MERGER SUB Purchaser in accordance with their 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) Neither the execution and delivery of this Agreement or any Ancillary Agreement by MERGER SUBPurchaser, nor the consummation by MERGER SUB Purchaser of the transactions contemplated hereby or therebyhereby, nor compliance by MERGER SUB Purchaser with any of the provisions hereof or thereof will (i) conflict with or result in a breach of any provision of MERGER SUBPurchaser’s Certificate Articles of Incorporation or Bylaws; , or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of MERGER SUB any Purchaser Company under, any Contract or Permit of MERGER SUBany 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 MERGER SUB; Purchaser, or (iii) subject to receipt of the requisite approval approvals referred to in Section 9.1(b8.1(b) of this Agreement, violate any Law or Order applicable to MERGER SUB any 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 and securities Laws, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal 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 MERGER SUB, no . No notice to, filing with, or Consent of any public body or authority is necessary for the consummation by MERGER SUB 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 and securities Laws and rules of the NASD, (ii) Consents required from and notices to Regulatory Authorities, (iii) notices to or filings with the IRS or the Pension Benefit Guaranty Corporation with respect to any Ancillary Agreementsemployee benefit plans, and (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.

Authority; No Breach. (a) MERGER SUB PURCHASER has the all corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and any Ancillary Agreements and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and any Ancillary Agreements and the consummation of the transactions contemplated herein and therein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of MERGER SUBPURCHASER. Assuming due authorization, execution and delivery by the other parties hereto and thereto, this Agreement and any Ancillary Agreements represent legal, valid, and binding obligations of MERGER SUBPURCHASER, enforceable against MERGER SUB PURCHASER in accordance with their 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) Neither the execution and delivery of this Agreement or any Ancillary Agreement Agreements by MERGER SUBPURCHASER, nor the consummation by MERGER SUB PURCHASER of the transactions contemplated hereby or thereby, nor compliance by MERGER SUB PURCHASER with any of the provisions hereof or thereof will (i) conflict with or result in a breach of any provision of MERGER SUBPURCHASER’s Certificate Articles of Incorporation or Bylaws; or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of MERGER SUB any PURCHASER Company under, any Contract or Permit of MERGER SUBany 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 MERGER SUBPURCHASER; or (iii) subject to receipt of the requisite approval approvals referred to in Section 9.1(b) of this Agreementhereof, violate any Law or Order applicable to MERGER SUB any 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 and securities Laws, and rules of the NASDAQ, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue ServiceService 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 MERGER SUBPURCHASER, no notice to, filing with, or Consent of any public body or authority is necessary for the consummation by MERGER SUB PURCHASER of the Merger and the other transactions contemplated in by this Agreement and any the Ancillary Agreements.

Authority; No Breach. (a) MERGER SUB Each of Purchaser and Purchaser Bank has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and any Ancillary Agreements the Bank Merger Agreement and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and any Ancillary Agreements the Bank Merger Agreement and the consummation of the transactions contemplated herein and therein, including the MergerMergers, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of MERGER SUBPurchaser and Purchaser Bank. Assuming due authorization, execution and delivery by the other parties hereto and thereto, this This Agreement and any Ancillary Agreements the Bank Merger Agreement represent legal, valid, valid and binding obligations of MERGER SUBPurchaser and Purchaser Bank, as the case may be, enforceable against MERGER SUB them 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) Neither With respect to each of Purchaser and Purchaser Bank, neither the execution and delivery of this Agreement or any Ancillary Agreement by MERGER SUBthe Bank Merger Agreement, 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 MERGER SUB’s Certificate its Articles of Incorporation or Bylaws; 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 MERGER SUB any Purchaser Company under, any Contract or Permit of MERGER SUBany 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 MERGER SUB; Purchaser, or (iii) subject to receipt of the requisite approval approvals referred to in Section 9.1(b8.1(b) of this Agreement, violate any Law or Order applicable to MERGER SUB 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 securities Lawsrules of the NASD, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue ServiceIRS 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 MERGER SUBPurchaser, no notice to, filing with, or Consent of of, any public body or authority is necessary for the consummation by MERGER SUB Purchaser or Purchaser Bank of the Merger Mergers and the other transactions contemplated in this Agreement and any Ancillary AgreementsAgreement.

Authority; No Breach. (a) MERGER SUB SNB has the corporate power and -------------------- authority necessary to execute, deliver and perform its obligations under this Agreement and any Ancillary Agreements and to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance of this Agreement and any Ancillary Agreements and the consummation of the transactions contemplated herein and thereinherein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of MERGER SUBSNB. Assuming due authorization, execution and delivery by the other parties hereto and thereto, this This Agreement and any Ancillary Agreements represent represents a legal, valid, valid and binding obligations obligation of MERGER SUBSNB, enforceable against MERGER SUB SNB in accordance with their 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) Neither the execution and delivery of this Agreement or any Ancillary Agreement by MERGER SUBSNB, nor the consummation by MERGER SUB SNB of the transactions contemplated hereby or therebyhereby, nor compliance by MERGER SUB SNB with any of the provisions hereof or thereof will (i) conflict with or result in a breach of any provision of MERGER SUB’s Certificate SNB's Articles of Incorporation or Bylaws; , or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of MERGER SUB any SNB Company under, any Contract or Permit of MERGER SUBany 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 MERGER SUB; or SNB, or, (iii) subject to receipt of the requisite approval approvals referred to in Section 9.1(b8.1(b) of this Agreement, violate any Law or Order applicable to MERGER SUB any 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, and securities Lawsrules of the NASD, and other than Consents required from Regulatory Authorities, and other than notices to or to-or-filings with the Internal Revenue ServiceIRS 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 MERGER SUBSNB, no notice to, filing with, or Consent of any public body or authority is necessary for the consummation by MERGER SUB SNB of the Merger and the other transactions contemplated in this Agreement and any Ancillary AgreementsAgreement.

Authority; No Breach. (a) MERGER SUB PURCHASER has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and any Ancillary Agreements and to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance of this Agreement and any Ancillary Agreements and the consummation of the transactions contemplated herein and thereinherein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of MERGER SUBPURCHASER. Assuming due authorization, execution and delivery by the other parties hereto and thereto, this This Agreement and any Ancillary Agreements represent represents a legal, valid, and binding obligations obligation of MERGER SUBPURCHASER, enforceable against MERGER SUB PURCHASER in accordance with their 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) Neither the execution and delivery of this Agreement or any Ancillary Agreement by MERGER SUBPURCHASER, nor the consummation by MERGER SUB PURCHASER of the transactions contemplated hereby or therebyhereby, nor compliance by MERGER SUB PURCHASER with any of the provisions hereof or thereof will (i) conflict with or result in a breach of any provision of MERGER SUB’s Certificate PURCHASER's Articles of Incorporation or Bylaws; , or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of MERGER SUB any PURCHASER Company under, any Contract or Permit of MERGER SUBany 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 MERGER SUB; or PURCHASER, or, (iii) subject to receipt of the requisite approval approvals referred to in Section 9.1(b) of this Agreement, violate any Law or Order applicable to MERGER SUB any 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 and securities Laws, and rules of the NASD, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue ServiceService 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 MERGER SUBPURCHASER, no notice to, filing with, or Consent of any public body or authority is necessary for the consummation by MERGER SUB PURCHASER of the Merger and the other transactions contemplated in this Agreement and any Ancillary AgreementsAgreement.

Authority; No Breach. (a) MERGER SUB Sub has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and any Ancillary Agreements and to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance of this Agreement and any Ancillary Agreements and the consummation of the transactions contemplated herein and thereinherein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of MERGER SUB. Assuming due authorization, execution and delivery by the other parties hereto and thereto, this This Agreement and any Ancillary Agreements represent represents a legal, valid, and binding obligations obligation of MERGER SUB, enforceable against MERGER SUB in accordance with their 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) Neither the execution and delivery of this Agreement or any Ancillary Agreement by 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 MERGER SUB’s Certificate 's Articles of Incorporation or Bylaws; , or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of MERGER SUB under, any Contract or Permit of MERGER 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 MERGER SUB; or , or, (iii) subject to receipt of the requisite approval approvals referred to in Section 9.1(b) of this Agreement, violate any Law or Order applicable to MERGER SUB or any of its Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue ServiceService 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 MERGER SUB, 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 and any Ancillary AgreementsAgreement.

Authority; No Breach. (a) MERGER SUB TARGET has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and any Ancillary Agreements and to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance of this Agreement and any Ancillary Agreements and the consummation of the transactions contemplated herein and thereinherein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of MERGER SUB. Assuming due authorizationTARGET, execution and delivery subject to the approval of this Agreement by the other parties hereto and theretoholders of a majority of the outstanding TARGET Capital Stock (determined on an as-converted basis). Subject to such requisite stockholder approval, this Agreement and any Ancillary Agreements represent represents a legal, valid, and binding obligations obligation of MERGER SUBTARGET, enforceable against MERGER SUB TARGET in accordance with their 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) Neither the execution and delivery of this Agreement or any Ancillary Agreement by MERGER SUBTARGET, nor the consummation by MERGER SUB TARGET of the transactions contemplated hereby or therebyhereby, nor compliance by MERGER SUB TARGET with any of the provisions hereof or thereof hereof, will (i) conflict with or result in a breach of any provision of MERGER SUB’s Certificate TARGET's Articles of Incorporation or Bylaws; , or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of MERGER SUB TARGET under, any Contract or Permit of MERGER SUBTARGET, 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 MERGER SUB; or (iii) subject to receipt of the requisite approval referred to in Section 9.1(b) of this Agreement, violate any Law or Order applicable to MERGER SUB or any of its AssetsTARGET. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue ServiceService 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 MERGER SUBTARGET, 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 and any Ancillary Agreements.,