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 the Board of Directors of Mutual. Subject only to approval of the shareholders of Mutual in the manner required by law and receipt of all required approvals of the Regulatory Authorities of the transactions described herein, (i) 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 in this Agreement, (ii) all corporate proceedings and approvals required to authorize Mutual to enter into this Agreement and to perform its obligations and agreements and carry out the transactions described herein have been duly and properly completed or obtained, and (iii) this Agreement constitutes the valid and binding agreement of 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, (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 the NewCo's Board of Directors of Mutualand executed and delivered on NewCo's behalf. Subject only to approval and ratification of this Agreement by Horizon as the shareholders sole shareholder of Mutual NewCo in the manner required by law and receipt of all required approvals of the Regulatory Authorities of the transactions described hereinregulatory approvals, (i) Mutual 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 in this Agreementherein, (ii) all corporate proceedings and approvals required to be taken to authorize Mutual 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 completed or obtainedtaken, and (iii) this Agreement constitutes the valid and binding agreement of Mutual 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, 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 the BBI's Board of Directors of Mutualand executed and delivered on BBI's behalf. Subject only to approval of this Agreement by the shareholders of Mutual BBI in the manner required by law and receipt of all required approvals of the Regulatory Authorities of the transactions described hereinregulatory approval, (i) Mutual 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 in this Agreementherein, (ii) all corporate proceedings and approvals required to authorize Mutual BBI to enter into this Agreement and to perform its obligations and agreements and carry out the transactions described herein have been duly and properly completed or obtained, and (iii) this Agreement constitutes the valid and binding agreement of Mutual 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, 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 the CNB's Board of Directors of MutualDirectors. Subject only to approval of this Agreement by the shareholders of Mutual CNB and MFC in the manner required by law and receipt of all required approvals of the Regulatory Authorities 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 hereinherein (collectively, the "Regulatory Authorities") (as contemplated by Paragraph 6.02), (i) Mutual 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 in this Agreement, (ii) all corporate proceedings and approvals required to authorize Mutual CNB to enter into this Agreement and to perform its obligations and agreements and carry out the transactions described herein have been duly and properly completed or obtained, and (iii) this Agreement constitutes the valid and binding agreement of Mutual 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, 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 the FNB’s Board of Directors of MutualDirectors. Subject only to required shareholder approval and the filing of Articles of Amendment with the shareholders Secretary of Mutual in State of North Carolina to increase the manner required by law and receipt amount of all required approvals of the Regulatory Authorities of the transactions described hereinauthorized FNB Stock, (i) Mutual FNB 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 in this Agreementherein, (ii) all corporate proceedings and approvals required to be taken to authorize Mutual FNB to enter into this Agreement and to perform its respective obligations and agreements and to carry out the transactions described herein have been duly and properly completed or obtainedtaken, and (iii) this Agreement constitutes the valid and binding agreement of Mutual FNB 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 the First Savings' Board of Directors of MutualDirectors. Subject only to approval of this Agreement by the shareholders of Mutual First Savings in the manner required by law (and receipt of all as contemplated by Paragraph 6.01 below) and required approvals of the Regulatory Authorities of governmental or regulatory authorities having jurisdiction over First Savings, FSB, BancShares, FCB or the transactions described hereinherein (collectively, the "Regulatory Authorities") (as contemplated by Paragraph 6.02 below), (iI) Mutual 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 in this Agreementherein, (iiII) all corporate proceedings and approvals required to authorize Mutual First Savings to enter into this Agreement and to perform its obligations and agreements and carry out the transactions described herein have been duly and properly completed or obtained, and (iiiIII) this Agreement constitutes the valid and binding agreement of Mutual 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, 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 the Board Cordia's and BOV's Boards of Directors of Mutualand executed and delivered on Cordia's and BOV's behalves by their officers thereunto duly authorized. Subject only to approval of this Agreement by the shareholders stockholders of Mutual Cordia in the manner required by law and receipt of all required approvals of the Regulatory Authorities of the transactions described hereinAuthorities, (ia) Mutual Cordia and BOV 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 in this Agreementherein, (iib) all corporate proceedings and approvals required to authorize Mutual Cordia and BOV to enter into this Agreement and to perform its their obligations and agreements and carry out the transactions described herein have been duly and properly completed or obtained, and (iiic) this Agreement constitutes the valid and binding agreement of Mutual each of Cordia and BOV, as applicable, and is enforceable against each of them, respectively, 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, 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 the Cardinal's Board of Directors of MutualDirectors. Subject only to approval of this Agreement by the shareholders of Mutual Cardinal and MFC in the manner required by law and receipt of all required approvals of the Regulatory Authorities federal, state or local governmental, regulatory, or judicial authorities having jurisdiction over Xxxxxxxx, Xxxxx, MFC, or MountainBank, or any of their business operations, properties or assets, or the transactions described hereinherein (collectively, the "Regulatory Authorities") (as contemplated by Paragraph 6.02), (i) Mutual Cardinal 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 in this Agreement, (ii) all corporate proceedings and approvals required to authorize Mutual Cardinal to enter into this Agreement and to perform its obligations and agreements and carry out the transactions described herein have been duly and properly completed or obtained, and (iii) this Agreement constitutes the valid and binding agreement of Mutual Cardinal 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 the Financial Holdings’ Board of Directors of Mutual. Subject only to approval of the shareholders of Mutual in the manner required by law law, and receipt subject only to approval of all required approvals this Agreement by the shareholders of Financial Holdings (as contemplated by Paragraph 6.01(b) below) and by the Regulatory Authorities of the transactions described herein(as contemplated by Paragraph 6.02 below), (i) Mutual Financial Holdings 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 in this Agreement, herein; (ii) all corporate proceedings and approvals required to authorize Mutual Financial Holdings to enter into this Agreement and to perform its obligations and agreements and carry out the transactions described herein have been duly and properly completed or obtained, taken; and (iii) this Agreement has been duly executed on behalf of Financial Holdings, and (assuming due authorization, execution and delivery by Financial Holdings) constitutes the valid and binding agreement of Mutual Financial Holdings, enforceable in accordance with its terms (except to the extent enforceability may be limited by (A) applicable bankruptcy, insolvency, reorganization, moratorium moratorium, or similar laws from time to time in effect which affect creditors’ rights generally, ; and (B) by legal and equitable limitations on the availability of injunctive relief, specific performance 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 the FCB’s Board of Directors of Mutualand by Bancorp in its capacity as FCB’s sole shareholder. Subject only to approval of the shareholders of Mutual in the manner required by law and receipt of all required approvals of the Regulatory Authorities of the transactions described herein(as contemplated by Paragraph 6.01), (i) Mutual FCB 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 in this Agreementherein, (ii) all corporate proceedings and approvals required to be taken to authorize Mutual FCB to enter into this Agreement and to perform its obligations and agreements and carry out the transactions described herein have been duly and properly completed or obtainedtaken, and (iii) this Agreement constitutes the valid and binding agreement of Mutual FCB 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).