Common use of Authorization and Validity of Agreement Clause in Contracts

Authorization and Validity of Agreement. This Agreement has been duly and validly approved by NewCo's Board of Directors and executed and delivered on NewCo's behalf. Subject only to approval and ratification of this Agreement by Horizon as the sole shareholder of NewCo in the manner required by law and required regulatory approvals, (i) NewCo has the corporate power and authority to execute and deliver this Agreement and to perform its obligations and agreements and carry out the transactions described herein, (ii) all corporate proceedings required to be taken to authorize NewCo to enter into this Agreement and to perform its respective obligations and agreements and carry out the transactions described herein have been duly and properly taken, and (iii) this Agreement constitutes the valid and binding agreement of NewCo enforceable in accordance with its terms (except to the extent enforceability may be limited by (A) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect which affect creditors' rights generally, (B) legal and equitable limitations on the availability of injunctive relief, specific performance and other equitable remedies, and (C) general principles of equity and applicable laws or court decisions limiting the enforceability of indemnification provisions).

Authorization and Validity of Agreement. This Agreement has been duly and validly approved by NewCoCNB's Board of Directors and executed and delivered on NewCo's behalfDirectors. Subject only to approval and ratification of this Agreement by Horizon as the sole shareholder shareholders of NewCo CNB and MFC in the manner required by law and required regulatory approvalsapprovals of federal, state or local governmental, regulatory, or judicial authorities having jurisdiction over CNB, Community, MFC, or MountainBank, or any of their business operations, properties or assets, or the transactions described herein (collectively, the "Regulatory Authorities") (as contemplated by Paragraph 6.02), (i) NewCo CNB has the corporate power and authority to execute and deliver this Agreement and to perform its obligations and agreements and carry out the transactions described hereinin this Agreement, (ii) all corporate proceedings and approvals required to be taken to authorize NewCo CNB to enter into this Agreement and to perform its respective obligations and agreements and carry out the transactions described herein have been duly and properly takencompleted or obtained, and (iii) this Agreement constitutes the valid and binding agreement of NewCo CNB enforceable in accordance with its terms (except to the extent enforceability may be limited by (A) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect which affect creditors' rights generally, (B) legal and equitable limitations on the availability of injunctive relief, specific performance and other equitable remedies, and (C) general principles of equity and applicable laws or court decisions limiting the enforceability of indemnification provisions).

Authorization and Validity of Agreement. This Agreement has been duly and validly approved by NewCo's the Board of Directors and executed and delivered on NewCo's behalfof Mutual. Subject only to approval and ratification of this Agreement by Horizon as the sole shareholder shareholders of NewCo Mutual in the manner required by law and receipt of all required regulatory approvalsapprovals of the Regulatory Authorities of the transactions described herein, (i) NewCo Mutual has the corporate power and authority to execute and deliver this Agreement and to perform its obligations and agreements and carry out the transactions described hereinin this Agreement, (ii) all corporate proceedings and approvals required to be taken to authorize NewCo Mutual to enter into this Agreement and to perform its respective obligations and agreements and carry out the transactions described herein have been duly and properly takencompleted or obtained, and (iii) this Agreement constitutes the valid and binding agreement of NewCo Mutual enforceable in accordance with its terms (except to the extent enforceability may be limited by (A) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect which affect creditors' ’ rights generally, (B) legal and equitable limitations on the availability of injunctive relief, specific performance and other equitable remedies, and (C) general principles of equity and applicable laws or court decisions limiting the enforceability of indemnification provisions, and (D) the rights of the United States under the Federal Tax Lien Act of 1966, as amended).

Authorization and Validity of Agreement. This Agreement has been duly and validly approved by NewCoBBI's Board of Directors and executed and delivered on NewCoBBI's behalf. Subject only to approval and ratification of this Agreement by Horizon as the sole shareholder shareholders of NewCo BBI in the manner required by law and required regulatory approvalsapproval, (i) NewCo BBI has the corporate power and authority to execute and deliver this Agreement and to perform its obligations and agreements and carry out the transactions described herein, (ii) all corporate proceedings and approvals required to be taken to authorize NewCo BBI to enter into this Agreement and to perform its respective obligations and agreements and carry out the transactions described herein have been duly and properly takencompleted or obtained, and (iii) this Agreement constitutes the valid and binding agreement of NewCo BBI enforceable in accordance with its terms (except to the extent enforceability may be limited by (A) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect which affect creditors' rights generally, (B) legal and equitable limitations on the availability of injunctive relief, specific performance and other equitable remedies, and (C) general principles of equity and applicable laws or court decisions limiting the enforceability of indemnification provisions).

Authorization and Validity of Agreement. This Agreement has been duly and validly approved adopted by NewCo's Board the respective Boards of Directors of Bancorp and executed and delivered on NewCo's behalfM&F Bank. Subject only to approval and ratification receipt of this Agreement by Horizon as all required approvals of the sole shareholder Regulatory Authorities of NewCo in the manner required by law and required regulatory approvalstransactions described herein, (i) NewCo Bancorp and M&F Bank each has the corporate power and authority to execute and deliver this Agreement and to perform its obligations and agreements and carry out the transactions described herein, in this Agreement; (ii) all corporate proceedings and approvals required to be taken to authorize NewCo Bancorp and M&F Bank to enter into this Agreement and to perform its respective their obligations and agreements and carry out the transactions described herein have been duly and properly taken, completed or obtained; and (iii) this Agreement constitutes the valid and binding agreement of NewCo Bancorp and M&F Bank enforceable in accordance with its terms (terms, except to the extent enforceability may be limited by (A) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect which affect creditors' ’ rights generally, (B) legal and equitable limitations on the availability of injunctive relief, specific performance and other equitable remedies, and (C) general principles of equity and applicable laws or court decisions limiting the enforceability of indemnification provisions), and (D) the rights of the United States under the Federal Tax Lien Act of 1966, as amended.

Authorization and Validity of Agreement. This Agreement has been duly and validly approved adopted by NewCo's Board the respective Boards of Directors of BNC and executed and delivered on NewCo's behalfthe Bank. Subject only to approval and ratification of this Agreement by Horizon as the sole shareholder shareholders of NewCo BNC in the manner required by law and receipt of all required approvals of governmental or regulatory approvalsauthorities having statutory jurisdiction over SSB, BNC or the Bank (collectively, the “Regulatory Authorities” or individually, a “Regulatory Authority”) of the transactions described herein, (i) NewCo BNC and the Bank each has the corporate power and authority to execute and deliver this Agreement and to perform its obligations and agreements and carry out the transactions described herein, in this Agreement; (ii) all corporate proceedings and approvals required to be taken to authorize NewCo BNC and the Bank to enter into this Agreement and to perform its respective their obligations and agreements and carry out the transactions described herein have been duly and properly taken, completed or obtained; and (iii) this Agreement constitutes the valid and binding agreement of NewCo BNC and the Bank enforceable in accordance with its terms (terms, except to the extent enforceability may be limited by (A) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect which affect creditors' ’ rights generally, ; (B) legal and equitable limitations on the availability of injunctive relief, specific performance and other equitable remedies, and ; (C) general principles of equity and applicable laws or court decisions limiting the enforceability of indemnification provisions); and (D) the rights of the United States under the Federal Tax Lien Act of 1966, as amended.

Authorization and Validity of Agreement. This Agreement has been duly and validly approved by NewCo's Board FCB’s and Bancorp’s Boards of Directors and executed and delivered on NewCo's behalfby Bancorp in its capacity as FCB’s sole shareholder. Subject only to approval and ratification receipt of this Agreement required approvals of Regulatory Authorities (as contemplated by Horizon as the sole shareholder of NewCo in the manner required by law and required regulatory approvalsParagraph 7.01), (ia) NewCo each of FCB and Bancorp has the corporate power and authority to execute and deliver this Agreement and to perform its obligations and agreements and carry out the transactions described herein, (iib) all corporate proceedings required to be taken to authorize NewCo each of FCB and Bancorp to enter into this Agreement and to perform its respective obligations and agreements and carry out the transactions described herein have been duly and properly taken, and (iiic) this Agreement constitutes the valid and binding agreement of NewCo each of FCB and Bancorp enforceable in accordance with its terms (except to the extent enforceability may be limited by (Ai) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect which affect creditors' ’ rights generally, (Bii) legal and equitable limitations on the availability of injunctive relief, specific performance and other equitable remedies, and (Ciii) general principles of equity and applicable laws or court decisions limiting the enforceability of indemnification provisions).

Authorization and Validity of Agreement. This Agreement has been duly and validly approved by NewCoMFC's Board of Directors and executed and delivered on NewCo's behalfDirectors. Subject only to receipt of required approvals of Regulatory Authorities (as contemplated by Paragraph 6.02) and the approval and ratification of this Agreement MFC's shareholders (as contemplated by Horizon as the sole shareholder of NewCo in the manner required by law and required regulatory approvalsParagraph 5.01), (i) NewCo MFC has the corporate power and authority to execute and deliver this Agreement and to perform its obligations and agreements and carry out the transactions described herein, (ii) all corporate proceedings required to be taken to authorize NewCo MFC to enter into this Agreement and to perform EXHIBIT 2.1 its respective obligations and agreements and carry out the transactions described herein have been duly and properly taken, and (iii) this Agreement constitutes the valid and binding agreement of NewCo MFC enforceable in accordance with its terms (except to the extent enforceability may be limited by (A) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect which affect creditors' rights generally, (B) legal and equitable limitations on the availability of injunctive relief, specific performance and other equitable remedies, and (C) general principles of equity and applicable laws or court decisions limiting the enforceability of indemnification provisions).

Authorization and Validity of Agreement. This Agreement has been duly and validly approved by NewCo's Home Savings' Board of Directors and executed and delivered on NewCo's behalfDirectors. Subject only to approval and ratification of this Agreement the Plan of Merger by Horizon as the sole shareholder shareholders of NewCo Home Savings at a meeting called in the manner required by law and required regulatory approvals(as contemplated by Section 6.1(a) below), (i) NewCo Home Savings has the corporate power and authority to execute and deliver this Agreement and to perform its obligations and agreements and carry out the transactions described herein, (ii) all corporate proceedings and approvals required to be taken to authorize NewCo Home Savings to enter into this Agreement and to perform its respective obligations and agreements and carry out the transactions described herein have been duly and properly takencompleted or obtained, and (iii) this Agreement constitutes the valid and binding agreement of NewCo Home Savings enforceable in accordance with its terms (except to the extent enforceability may be limited by (A) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect which affect creditors' rights generally, (B) legal and equitable limitations on the availability of injunctive relief, specific performance and other equitable remedies, remedies and (C) general principles of equity and applicable laws or court decisions limiting the enforceability of indemnification provisions).

Authorization and Validity of Agreement. This Agreement has been --------------------------------------- duly and validly approved by NewCo's First Savings' Board of Directors and executed and delivered on NewCo's behalfDirectors. Subject only to approval and ratification of this Agreement by Horizon as the sole shareholder shareholders of NewCo First Savings in the manner required by law (and as contemplated by Paragraph 6.01 below) and required approvals of governmental or regulatory approvalsauthorities having jurisdiction over First Savings, FSB, BancShares, FCB or the transactions described herein (collectively, the "Regulatory Authorities") (as contemplated by Paragraph 6.02 below), (iI) NewCo First Savings has the corporate power and authority to execute and deliver this Agreement and to perform its obligations and agreements and carry out the transactions described herein, (iiII) all corporate proceedings and approvals required to be taken to authorize NewCo First Savings to enter into this Agreement and to perform its respective obligations and agreements and carry out the transactions described herein have been duly and properly takencompleted or obtained, and (iiiIII) this Agreement constitutes the valid and binding agreement of NewCo First Savings enforceable in accordance with its terms (except to the extent enforceability may be limited by (A) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect which affect creditors' rights generally, (B) legal and equitable limitations on the availability of injunctive relief, specific performance and other equitable remedies, and (C) general principles of equity and applicable laws or court decisions limiting the enforceability of indemnification provisions).

Authorization and Validity of Agreement. This Agreement has been duly and validly approved by NewCo's Board the respective Boards of Directors of Main Street and executed and delivered on NewCo's behalfPiedmont. Subject only to approval and ratification of this Agreement by Horizon as the sole shareholder shareholders of NewCo Main Street in the manner required by law and receipt of all required approvals of governmental or regulatory approvalsauthorities having jurisdiction over Yadkin, Main Street or Piedmont (collectively, the "Regulatory Authorities") of the transactions described herein, (i) NewCo Main Street and Piedmont each has the corporate power and authority to execute and deliver this Agreement and to perform its obligations and agreements and carry out the transactions described herein, in this Agreement; (ii) all corporate proceedings and approvals required to be taken to authorize NewCo Main Street and Piedmont to enter into this Agreement and to perform its respective their obligations and agreements and carry out the transactions described herein have been duly and properly taken, completed or obtained; and (iii) this Agreement constitutes the valid and binding agreement of NewCo Main Street and Piedmont enforceable in accordance with its terms (except to the extent enforceability may be limited by (A) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect which affect creditors' rights generally, (B) legal and equitable limitations on the availability of injunctive relief, specific performance and other equitable remedies, and (C) general principles of equity and applicable laws or court decisions limiting the enforceability of indemnification provisions).

Authorization and Validity of Agreement. This Agreement has been duly and validly approved by NewCoHorizon Bancorp's Board of Directors and executed and delivered on NewCoHorizon Bancorp's behalf. Subject only to approval and ratification of this Agreement by the shareholders of Horizon as the sole shareholder of NewCo Bancorp in the manner required by law and required regulatory approvalsapproval, (i) NewCo Horizon Bancorp has the corporate power and authority to execute and deliver this Agreement and to perform its obligations and agreements and carry out the transactions described herein, (ii) all corporate proceedings required to be taken to authorize NewCo Horizon Bancorp to enter into this Agreement and to perform its respective obligations and agreements and carry out the transactions described herein have been duly and properly taken, and (iii) this Agreement constitutes the valid and binding agreement of NewCo Horizon Bancorp enforceable in accordance with its terms (except to the extent enforceability may be limited by (A) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect which affect creditors' rights generally, (B) legal and equitable limitations on the availability of injunctive relief, specific performance and other equitable remedies, and (C) general principles of equity and applicable laws or court decisions limiting the enforceability of indemnification provisions).