Common use of Authorization, Execution and Delivery; Agreement Not in Breach Clause in Contracts

Authorization, Execution and Delivery; Agreement Not in Breach. (a) BankFirst has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the consummation of the proposed transactions have been duly authorized by a unanimous vote of the entire Board of Directors of BankFirst and, except for the approval of the sole Shareholder of BankFirst, no other corporate proceedings on the part of BankFirst are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby. This Agreement and all other agreements and instruments herein contemplated to be executed by BankFirst have been (or upon execution will have been) duly executed and delivered by BankFirst and constitute (or upon execution will constitute) legal, valid and enforceable obligations of BankFirst, subject, as to enforceability, to applicable bankruptcy, insolvency, receivership, conservatorship, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and to the application of equitable principles and judicial discretion. (b) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and thereby, and the fulfillment of the terms hereof and thereof will not result in a violation or breach of any of the material terms or provisions of, or constitute a default under (or an event which, with the passage of time or the giving of notice, or both, would constitute a default under), or conflict with, or permit the acceleration of, any obligation under any mortgage, lease, covenant, agreement, indenture or other instrument to which BankFirst or the BankFirst Subsidiary is a party or by which BankFirst or the BankFirst Subsidiary is bound; the Charter or Bylaws of BankFirst; or any judgment, decree, order, regulatory letter of understanding or award of any court, governmental body, authority or arbitrator by which BankFirst or the BankFirst Subsidiary is bound; or any material permit, concession, grant, franchise, license, law, statute, ordinance, rule or regulation applicable to BankFirst or the BankFirst Subsidiary or the properties of any of them; or result in the creation of any material lien, claim, security interest, encumbrance, charge, restriction or right of any third party of any kind whatsoever upon the properties or assets of BankFirst or the BankFirst Subsidiary.

Authorization, Execution and Delivery; Agreement Not in Breach. (a) BankFirst Omega has all requisite corporate power and authority to execute and deliver this Agreement and, subject to the approval of shareholders of Omega and the Banking Approvals, to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and the consummation of the proposed transactions have been duly authorized by a unanimous the requisite vote of the entire Omega's Board of Directors of BankFirst and, except for the approval of the sole Shareholder of BankFirst, and no other corporate proceedings on the part of BankFirst Omega or any Omega Subsidiary are necessary to authorize the execution and delivery of this Agreement and or the consummation of the transactions contemplated hereby and therebyhereby, except for the approval of the holders of Omega Common Stock entitled to vote thereon. This Agreement and all other agreements and instruments herein contemplated to be executed by BankFirst Omega have been (or upon execution will have been) duly executed and delivered by BankFirst Omega and constitute (or upon execution will constitute) legal, valid and enforceable obligations of BankFirstOmega, subject, as to enforceability, to applicable bankruptcy, insolvency, receivership, conservatorship, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and to the application of equitable principles and judicial discretionprinciples. (b) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and therebyhereby, and the fulfillment of the terms hereof and thereof will not result in a material violation or material breach of any of the material terms or provisions of, or constitute a material default under (or an event which, with the passage of time or the giving of notice, or both, would constitute such a default under), or conflict with, or permit the acceleration of, any material obligation under under, any mortgage, lease, covenant, covenant agreement, indenture or other instrument to which BankFirst Omega or the BankFirst any Omega Subsidiary is a party or by which BankFirst Omega or the BankFirst Subsidiary any Omega Subsidiary, or their respective properties or assets, is bound; , the Charter Documents of Omega or Bylaws of BankFirstany Omega Subsidiary; or any judgment, decree, order, regulatory letter of understanding or award of any court, governmental body, authority or arbitrator Governmental Authority by which BankFirst Omega or the BankFirst Subsidiary any Omega Subsidiary, or their respective properties or assets, is bound; , or any material Consent, permit, concession, grant, franchise, license, law, statute, ordinance, rule or regulation applicable to BankFirst Omega or the BankFirst any Omega Subsidiary or the properties or assets of any of them; or result in the creation of any material lien, claim, security interest, encumbrance, charge, restriction or right of any third party arty of any kind whatsoever upon the properties or assets of BankFirst Omega or any Omega Subsidiary, except that the BankFirst Subsidiaryapproval of the shareholders of Omega and the Banking Approvals must be obtained for Omega to consummate the Merger.

Authorization, Execution and Delivery; Agreement Not in Breach. (a) BankFirst Sun has all requisite corporate power and authority to execute and deliver this Agreement and, subject to the approval of Sun Shareholders and the Banking Approvals, to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and the consummation of the proposed transactions have been duly authorized by a unanimous the requisite vote of the entire Sun’s Board of Directors of BankFirst and, except for the approval of the sole Shareholder of BankFirst, and no other corporate proceedings on of the part of BankFirst Sun or any Sun Subsidiary are necessary to authorize the execution and delivery of this Agreement and or the consummation of the transactions contemplated hereby and therebyhereby, except for the approval of the holders of Sun Common Stock entitled to vote thereon. This Agreement and all other agreements and instruments herein contemplated to be executed by BankFirst Sun have been (or upon execution will have been) duly executed and delivered by BankFirst Sun and constitute (or upon execution will constitute) legal, valid and enforceable obligations of BankFirstSun, subject, as to enforceability, to applicable bankruptcy, insolvency, receivership, conservatorship, reorganization, moratorium or similar laws affecting the enforcement of creditors' ’ rights generally and to the application of equitable principles and judicial discretionprinciples. (b) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and therebyhereby, and the fulfillment of the terms hereof and thereof will not result in a material violation or material breach of any of the material terms or provisions of, or constitute a material default under (or an event which, with the passage of time or the giving of notice, or both, would constitute such a default under), or conflict with, or permit the acceleration of, any material obligation under under, any mortgage, lease, covenant, agreement, indenture or other instrument to which BankFirst Sun or the BankFirst any Sun Subsidiary is a party or by which BankFirst any of them or the BankFirst Subsidiary their respective properties or assets is bound; , the Charter Documents of Sun or Bylaws of BankFirstany Sun Subsidiary; or any judgment, decree, order, regulatory letter of understanding or award of any court, governmental body, authority or arbitrator Governmental Authority by which BankFirst Sun or the BankFirst Subsidiary any Sun Subsidiary, or their respective properties or assets, is bound; , or any material Consent, permit, concession, grant, franchise, license, law, statute, ordinance, rule or regulation applicable to BankFirst Sun or the BankFirst any Sun Subsidiary or the properties or assets of any of them; or result in the creation of any material lien, claim, security interest, encumbrance, charge, restriction or right of any third party of any kind whatsoever upon the properties or assets of BankFirst Sun or any Sun Subsidiary; except that the BankFirst Subsidiaryapproval of Sun Shareholders and the Banking Approvals must be obtained in order for Sun to consummate the Merger.

Authorization, Execution and Delivery; Agreement Not in Breach. (a) BankFirst has The undersigned, as officers of Seller, have all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and the consummation of the proposed transactions have been duly authorized by a unanimous vote of the entire Board of Directors of BankFirst and, except for the approval of the sole Shareholder of BankFirst, Seller and no other corporate proceedings on the part of BankFirst Seller are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby. This Agreement and all other agreements and instruments herein contemplated to be executed by BankFirst Seller have been (or upon execution will have been) duly executed and delivered by BankFirst Seller and constitute (or upon execution will constitute) legal, valid and enforceable obligations of BankFirstSeller, subject, as to enforceability, to applicable bankruptcy, insolvency, receivership, conservatorship, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and to in the application of equitable principles and judicial discretion. (b) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and thereby, and the fulfillment of the terms hereof and thereof will not result in a material violation or breach of any of the material terms or provisions of, or constitute a material default under (or an event which, with the passage of time or the giving of notice, or both, would constitute such a default under), or conflict with, or permit the acceleration of, any material obligation under under, any material mortgage, lease, covenant, agreement, indenture or other instrument to which BankFirst or the BankFirst Subsidiary Seller is a party or by which BankFirst or the BankFirst Subsidiary Seller is bound; , the Charter or Articles of Incorporation and Bylaws of BankFirstSeller; or any material judgment, decree, order, regulatory letter of understanding or award of any court, governmental body, authority or arbitrator by which BankFirst or the BankFirst Subsidiary Seller is bound; , or any material permit, concession, grant, franchise, license, law, statute, ordinance, rule or regulation applicable to BankFirst Seller or the BankFirst Subsidiary or the its properties of any of themSeller; or result in the creation of any material lien, claim, security interest, encumbrance, charge, restriction or right of any third party of any kind whatsoever upon the properties or assets of BankFirst or the BankFirst SubsidiarySeller.

Authorization, Execution and Delivery; Agreement Not in Breach. (a) BankFirst Omega has all requisite corporate power and authority to execute and deliver this Agreement and, subject to the approval of shareholders of Omega and the Banking Approvals, to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and the consummation of the proposed transactions have been duly authorized by a unanimous the requisite vote of the entire Omega’s Board of Directors of BankFirst and, except for the approval of the sole Shareholder of BankFirst, and no other corporate proceedings on the part of BankFirst Omega or any Omega Subsidiary are necessary to authorize the execution and delivery of this Agreement and or the consummation of the transactions contemplated hereby and therebyhereby, except for the approval of the holders of Omega Common Stock entitled to vote thereon. This Agreement and all other agreements and instruments herein contemplated to be executed by BankFirst Omega have been (or upon execution will have been) duly executed and delivered by BankFirst Omega and constitute (or upon execution will constitute) legal, valid and enforceable obligations of BankFirstOmega, subject, as to enforceability, to applicable bankruptcy, insolvency, receivership, conservatorship, reorganization, moratorium or similar laws affecting the enforcement of creditors' ’ rights generally and to the application of equitable principles and judicial discretionprinciples. (b) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and therebyhereby, and the fulfillment of the terms hereof and thereof will not result in a material violation or material breach of any of the material terms or provisions of, or constitute a material default under (or an event which, with the passage of time or the giving of notice, or both, would constitute such a default under), or conflict with, or permit the acceleration of, any material obligation under under, any mortgage, lease, covenant, covenant agreement, indenture or other instrument to which BankFirst Omega or the BankFirst any Omega Subsidiary is a party or by which BankFirst Omega or the BankFirst Subsidiary any Omega Subsidiary, or their respective properties or assets, is bound; , the Charter Documents of Omega or Bylaws of BankFirstany Omega Subsidiary; or any judgment, decree, order, regulatory letter of understanding or award of any court, governmental body, authority or arbitrator Governmental Authority by which BankFirst Omega or the BankFirst Subsidiary any Omega Subsidiary, or their respective properties or assets, is bound; , or any material Consent, permit, concession, grant, franchise, license, law, statute, ordinance, rule or regulation applicable to BankFirst Omega or the BankFirst any Omega Subsidiary or the properties or assets of any of them; or result in the creation of any material lien, claim, security interest, encumbrance, charge, restriction or right of any third party arty of any kind whatsoever upon the properties or assets of BankFirst Omega or any Omega Subsidiary, except that the BankFirst Subsidiaryapproval of the shareholders of Omega and the Banking Approvals must be obtained for Omega to consummate the Merger.

Authorization, Execution and Delivery; Agreement Not in Breach. (a) BankFirst First National has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the consummation of the proposed transactions transaction have been duly authorized by a unanimous vote majority of the entire Board of Directors of BankFirst First National and, except for the approval of the sole Shareholder of BankFirstFirst National, no other corporate proceedings on the part of BankFirst First National are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby. This Agreement and all other agreements and instruments herein contemplated to be executed by BankFirst First National have been (or upon execution will have been) duly executed and delivered by BankFirst First National and constitute (or upon execution will constitute) legal, valid and enforceable obligations of BankFirstFirst National, subject, as to enforceability, to applicable bankruptcy, insolvency, receivership, conservatorship, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and to the application of equitable principles and judicial discretion. (b) The execution and delivery of this Agreement, the consummation of the transactions transaction contemplated hereby and thereby, and the fulfillment of the terms hereof and thereof will not result in a violation or breach of any of the material terms or provisions of, or constitute a default under (or an event which, with the passage of time or the giving of notice, or both, would constitute a default under), or conflict with, or permit the acceleration of, any obligation under any mortgage, lease, covenant, agreement, indenture or other instrument to which BankFirst or the BankFirst Subsidiary First National is a party or by which BankFirst or the BankFirst Subsidiary First National is bound; the Charter or Bylaws of BankFirstFirst National; or any judgment, decree, order, regulatory letter of understanding or award of any court, governmental body, authority or arbitrator by which BankFirst or the BankFirst Subsidiary First National is bound; or any material permit, concession, grant, franchise, license, law, statute, ordinance, rule or regulation applicable to BankFirst or the BankFirst Subsidiary First National or the properties of any of them; or result in the creation of any material lien, claim, security interest, encumbrance, charge, restriction or right of any third party of any kind whatsoever upon the properties or assets of BankFirst or the BankFirst SubsidiaryFirst National.