Authorization of Agreement; No Conflicts. 4.4.1 The execution and delivery of this Agreement and the Merger Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the parts of BANCORP and BANK. This Agreement has been duly executed and delivered by BANCORP and BANK and constitutes a legal, valid and binding obligation of BANCORP and BANK, enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting the rights of creditors generally and by general equitable principles. The Merger Agreements, upon the receipt of all Requisite Regulatory Approvals and the due execution and filing of such Merger Agreements in accordance with the applicable provisions of the California Corporations Code, will constitute a legal, valid and binding obligation of BANK and BANCORP, enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting the rights of creditors generally or by general equitable principles.
4.4.2 Except as discussed on Schedule 4.4, the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby does not and will not conflict with, or result in any violation of or default or loss of a material benefit under, any provision of the Articles of Incorporation or Bylaws of BANCORP and BANK, or except for the necessity of obtaining the Requisite Regulatory Approvals and successful completion of the BANCORP Public Offering, any material mortgage, indenture, lease, agreement or other material instrument, or any permit, concession, grant, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to BANCORP or BANK or any of their assets or properties or any of their respective Subsidiaries, other than any such conflict, violation, default or loss which (i) will not have a Material Adverse Effect on BANCORP and BANK taken as a whole; or (ii) will be cured or waived prior to the Effective Time. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required in connection with the execution and delivery of this Agreement by BANCORP and BANK or the performance by BANCORP and BANK of their obligations hereunder, except for (a) filings required in order to obtain Requisite Regula...
Authorization of Agreement; No Conflicts. (a) The execution and delivery of this Agreement by Home and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Home. This Agreement has been duly executed and delivered by Home and constitutes a valid and binding obligation of Home, enforceable in accordance with its terms.
(b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not conflict with, or result in any violation of or default or loss of a material benefit under any provision of the articles of incorporation, articles or association or bylaws of Home or Home Bank or, except for the necessity of obtaining Requisite Regulatory Approvals, any material mortgage, indenture, lease agreement or other material instrument or any permit, concession, grant, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Home or Home Bank or their respective properties, other than any such conflict, violation, default or loss which will not have a material adverse effect on Home or Home Bank. No material consent, approval, order or authorization of, or registration, declaration or filing with, any governmental authority is required in connection with the execution and delivery of this Agreement by Home and Home Bank or the consummation by Home of the transactions contemplated hereby except for any approvals required to be obtained pursuant to the BHC Act or the Policy Statement of the Board of Governors of the Federal Reserve System on Nonvoting Equity Investments by Bank Holding Companies, 12 C.F.R. Section 225.143 (the "FRB Guidelines"), or any other applicable laws, for the execution and delivery of this Agreement and the issuance of the Warrants by Home.
Authorization of Agreement; No Conflicts. 3.4.1 The execution and delivery of this Agreement and the Merger Agreement by Tehama, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action on the part of Tehama, subject only to the approval of this Agreement, the Merger Agreement and the Merger by Tehama's shareholders. This Agreement has been duly executed and delivered by Tehama and constitutes a legal, valid and binding obligation of Tehama, enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting the rights of creditors generally and by general equitable principles. The Merger Agreement, upon the receipt of all Requisite Regulatory Approvals and the due execution and filing of such Merger Agreement in accordance with the applicable provisions of the California Corporations Code, will constitute a legal, valid and binding obligation of Tehama, enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting the rights of creditors generally and by general equitable principles.
3.4.2 Except as disclosed on Schedule 3.4, the execution and delivery of this Agreement and the Merger Agreement, and the consummation of the transactions contemplated hereby and thereby, do not and will not conflict with, or result in any violation of or default or loss of a material benefit under, any provision of the Articles of Incorporation or Bylaws of Tehama, or except for the necessity of obtaining Requisite Regulatory Approvals, and the approval of the shareholders of Tehama, any material mortgage, indenture, lease, agreement or other material instrument or any permit, concession, grant, franchise, license, judgment, order, decree, statute, law, ordinance, rule or
Authorization of Agreement; No Conflicts. The execution and delivery by Seller of this Agreement and the performance by Seller of their obligations hereunder have been duly authorized by all requisite action on the part of Seller and will not violate any provision of law, any order of any court or other agency of government, the organizational document or by-laws of Seller, or any provision of any indenture, agreement or other instrument to which it is a party or by which it or any of its properties is bound or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of Seller.
Authorization of Agreement; No Conflicts. The execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Purchaser. This Agreement has been duly executed and delivered by Purchaser and constitutes a valid and binding obligation of Purchaser, enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting the rights of creditors generally and by general equitable principles. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby do not and will not conflict with, or result in any violation of or default under, any provision of the Articles of Organization or Operating Agreement of Purchaser or, except for the necessity of obtaining the Requisite Regulatory Approvals, any mortgage, indenture, lease, agreement or other instrument or any permit, concession, grant, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Purchaser or its properties. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required in connection with the execution and delivery of this Agreement by Purchaser or the consummation by it of the transactions contemplated hereby, except for filings required in order to obtain the Requisite Regulatory Approvals. Licenses and Permits. To Purchaser's knowledge, Purchaser has all licenses, certificates, franchises, rights and permits that are necessary from Governmental Entities for the conduct of its business, and such licenses are in full force and effect. To Purchaser's knowledge, the properties, assets, operations and business of Purchaser are and have been maintained and conducted, in all material respects, in compliance with all applicable licenses, zoning variances, certificates, franchises, rights and permits.
Authorization of Agreement; No Conflicts. 4.4.1 The execution and delivery of this Agreement and the Merger Agreement and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Humboldt, subject only to the approval of this Agreement and the Merger Agreement by
Authorization of Agreement; No Conflicts. (a) Fox Health has all requisite corporate power and authority to execute and deliver this Agreement, and to perform its respective obligations hereunder. The execution, delivery and performance by Fox Health of this Agreement, have been duly authorized by all necessary corporate action on the part of Fox Health. This Agreement has been duly and validly executed and delivered by Fox Health (to the extent necessary) and (assuming the due authorization, execution and delivery by the other parties hereto) this Agreement constitutes a legal, valid and binding obligation of Fox Health, enforceable against Fox Health in accordance with its respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).
(b) The execution, delivery and performance by Fox Health of this Agreement and the consummation of the transactions contemplated hereby, do not and will not (i) violate any provision of the certificate of incorporation or by-laws of Fox Health; (ii) with the passage of time, the giving of notice or otherwise, result in a violation or breach of, or conflict with or constitute a default or result in the termination or cancellation of, or accelerate the performance required by any material note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement or other instrument or commitment or obligation to which Fox Health or any of its respective properties is bound or to which Fox Health is a party or is bound or result in the creation of any Encumbrance upon any of its properties, and (iii) violate any Law, except for filings and approvals pursuant to the HSR Act, other than in the cases of clauses (ii) and (iii), any violation, conflict, breach, termination, default, cancellation, acceleration or Encumbrance which, individually or in the aggregate, would not have a Material Adverse Effect on Fox Health.
Authorization of Agreement; No Conflicts. 3.3.1 The execution and delivery of this Agreement by Seller and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Seller. This Agreement has been duly executed and delivered by Seller and constitutes a valid and binding obligation of Seller, enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium and by general equitable principles.
3.3.2 The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby do not and will not conflict with, or result in any violation of or default or loss of a material benefit under, any provision of the articles or bylaws of Seller or any mortgage, indenture, lease, agreement (either written or oral) or other instrument or any permit, concession, grant, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Seller or its properties, other than any such conflict, violation, default or loss which will not have a material adverse effect on the Business.
Authorization of Agreement; No Conflicts. (a) The execution and delivery of this Agreement by Humboldt and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Humboldt. This Agreement has been duly executed and delivered by Humboldt and constitutes a valid and binding obligation of Humboldt, enforceable in accordance with its terms.
(b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not conflict with, or result in any violation of or default or loss of a material benefit under any provision of the articles of incorporation, articles or association or bylaws of Humboldt or, except for the necessity of obtaining Requisite Regulatory Approvals, any material mortgage, indenture, lease agreement or other material instrument or any permit, concession, grant, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Humboldt or their respective properties, other than any such conflict, violation, default or loss which will not have a material adverse effect on Humboldt. No material consent, approval, order or authorization of, or registration, declaration or filing with, any governmental authority is required in connection with the execution and delivery of this Agreement by Humboldt or the consummation by Humboldt of the transactions contemplated hereby except for any approvals required to be obtained pursuant to the BHCA or the Policy Statement of the Board of Governors of the Federal Reserve System on Nonvoting Equity Investments by Bank Holding Companies, 12 C.F.R. Section 225.143 (the "FRB Guidelines"), or any other applicable laws, for the execution and delivery of this Agreement and the issuance of the Options by Humboldt.
Authorization of Agreement; No Conflicts. (a) Purchaser has full corporate power and authority to execute and deliver this Agreement and each Related Agreement and to perform fully its obligations hereunder and thereunder. The execution, delivery and performance by Purchaser of this Agreement have been duly authorized by all necessary corporate action on the part of Purchaser. This Agreement has been duly executed and delivered by Purchaser and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes legal, valid and binding obligations of Purchaser, enforceable against Purchaser in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and subject, as to enforce ability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
(b) Except as set forth in Schedule 5.2(b) hereto, the execution, delivery and performance by Purchaser of this Agreement and the consummation of the transactions contemplated hereby and thereby, does not and will not (i) violate any provision of the certificate of incorporation or by-laws of Purchaser; (ii) subject to obtaining the consents referred to in Section 5.3, conflict with, or result in the breach of, or constitute a default under, or result in the termination, cancellation or acceleration of any right or obligation of Purchaser under, any material lease, agreement, commitment or other instrument to which Purchaser is a party or by which Purchaser or any of its properties is bound; or (iii) assuming compliance with the matters set forth in Section 5.3 and 4.3 hereof, violate, or result in a breach of or constitute a default under, any Law applicable to Purchaser, other than in the cases of clauses (ii) and (iii) any violation, conflict, breach, termination, default, cancellation or acceleration, which, individually or in the aggregate, would not materially impair or delay the ability of Purchaser to perform its obligations hereunder.
