Common use of Authorization of Agreement; No Conflicts Clause in Contracts

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. 3.4.1 The execution and delivery of this Agreement and the Merger Agreement by TehamaBMC, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action on the part of TehamaBMC, subject only to the approval of this Agreement, the Merger Agreement and the Merger by Tehama's BMC’s shareholders. This Agreement has been duly executed and delivered by Tehama BMC and constitutes a legal, valid and binding obligation of TehamaBMC, 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 and the California Financial Code, will constitute a legal, valid and binding obligation of TehamaBMC, 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 TehamaBMC, or except for the necessity of obtaining Requisite Regulatory Approvals, Approvals and the approval of the shareholders of TehamaBMC, any material mortgage, indenture, lease, agreement or other material instrument or any permit, concession, grant, franchise, license, judgment, order, decree, statute, law, ordinance, rule oror regulation applicable to BMC or any of its assets or properties, other than any such conflict, violation, default or loss which (i) will not have a Material Adverse Effect on BMC, or on CVCB or CVC Bank following consummation of the Merger; or (ii) will be cured or waived prior to the Effective Time. No material 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 or the Merger Agreement by BMC or the performance by BMC of its obligations hereunder and thereunder, except for (a) filings required in order to obtain the Requisite Regulatory Approvals; (b) the filing and approval of the Merger Agreement with the Secretary of the State of California and the CDFI; and (c) Tax Filings.

Authorization of Agreement; No Conflicts. 3.4.1 The execution and delivery of this Agreement and the Merger Agreement by TehamaAuburn, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action on the part of TehamaAuburn, subject only to the approval of this Agreement, the Merger Agreement and the Merger by Tehama's Auburn’s shareholders. This Agreement has been duly executed and delivered by Tehama Auburn and constitutes a legal, valid and binding obligation of TehamaAuburn, 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 TehamaAuburn, 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 TehamaAuburn, or except for the necessity of obtaining Requisite Regulatory Approvals, and the approval of the shareholders of TehamaAuburn, any material mortgage, indenture, lease, agreement or other material instrument or any permit, concession, grant, franchise, license, judgment, order, decree, statute, law, ordinance, rule oror regulation applicable to Auburn or any of its assets or properties, other than any such conflict, violation, default or loss which (i) will not have a Material Adverse Effect on Auburn, or on Western following consummation of the Merger; or (ii) will be cured or waived prior to the Effective Time. No material 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 or the Merger Agreement by Auburn or the performance by Auburn of its obligations hereunder and thereunder, except for (a) filings required in order to obtain the Requisite Regulatory Approvals; (b) the filing and approval of the Merger Agreement with the Secretary of the State of California; and (c) Tax Filings.