Common use of Authorization; Organization Clause in Contracts

Authorization; Organization. (a) The Company is a corporation duly organized and validly existing and in good standing under the laws of the State of Tennessee and has all requisite corporate power and authority to own, lease or operate its properties and assets and to carry on its business as now being conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the nature of property owned or leased by it or the conduct of its business requires it to be so qualified, except where the failure to do so would not have a material adverse effect on its business, operations, properties, assets or condition, financial or otherwise (a "Material Adverse Effect"). (b) The Company has full corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the other transactions provided for herein and in the Articles of Merger, the Plan of Merger, and all other documents and agreements executed in connection herewith and therewith (collectively, the "Merger Documents"). The Board of Directors of the Company and the Shareholder have unanimously approved the execution, delivery and performance of this Agreement and the consummation of the transactions provided for herein. (c) This Agreement has been duly and voluntarily executed and delivered by the Company and the Shareholder and constitutes the legal, valid and binding obligations of each of them, enforceable in accordance with its terms. (d) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not conflict with or result in a violation, breach, default, right to accelerate or increase in obligations under the Company's Charter or Bylaws, any law or statute or any order, judgment or decree by which the Company is bound by name or any license, lease or other agreement to which the Company is a party or by which its assets and business may be affected. (e) The Company's Charter, Bylaws and stock book and, in all material respects, its minute books are complete and correct and contain all amendments thereto to date, a record of all corporate proceedings of the Company, and a record of all stock issuances and transfers of the Company. (f) The Company does not have any subsidiaries and never has had any subsidiaries, except as set forth on Schedule 3.1(f). The Company does not --------------- conduct nor ever has conducted any business under any trade name or other fictitious name. (g) The Company is not a party to any joint venture or other similar agreement or arrangement that involves any sharing of profits of the Company or its assets or is similar to or competitive with the business. (h) The Shareholder is the sole record and beneficial owners of the Company Common Stock, and such Company Common Stock is free and clear of all mortgages, liens, pledges, security interests, charges, proxies, claims, restrictions, options and encumbrances of any nature whatsoever (collectively, "Liens"). The Shareholder has the full legal right, power and authority to vote the shares of Common Stock held by him. The Shareholder has not transferred or assigned any right, power or authority with respect to any shares of Company Common Stock to any other person or entity.

Authorization; Organization. (a) This Agreement has been duly and voluntarily executed and delivered by each of the Shareholders and the Company and constitutes, and, as to the Company, will constitute at the Closing Date, the legal, valid and binding obligations of each of them, enforceable in accordance with its terms. (b) The Company has full corporate power and authority to execute and deliver this Agreement and at the Closing Date will have full corporate power and authority to perform its obligations hereunder and to consummate the Merger and the other transactions provided for herein, in the Articles of Merger, the Plan of Merger and all other documents and agreements executed in connection herewith and therewith (collectively, the "Merger Documents"). The Board of Directors of the Company and the Shareholders have unanimously approved the execution, delivery and performance of this Agreement and the consummation of the Merger and the other transactions provided for herein. (c) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not conflict with or result in a violation, breach, default, right to accelerate or increase in obligations under the Company's Articles of Incorporation or Bylaws, any law or statute or any order, judgment or decree by which the Company is bound by name or any license, lease or other agreement to which the Company is a party or by which its assets and business may be affected. (d) The Company is a corporation duly organized and validly existing and in good standing under the laws of the State of Tennessee Colorado and has all requisite corporate power and authority to own, lease or operate its properties and assets and to carry on its business as now being conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the nature of property owned or leased by it or the conduct of its business requires it to be so qualified, except where the failure to do so would not have a material adverse effect on its business, operations, properties, assets or condition, financial or otherwise (a "Material Adverse Effect"). (b) The Company has full corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the other transactions provided for herein and in the Articles of Merger, the Plan of Merger, and all other documents and agreements executed in connection herewith and therewith (collectively, the "Merger Documents"). The Board of Directors of the Company and the Shareholder have unanimously approved the execution, delivery and performance of this Agreement and the consummation of the transactions provided for herein. (c) This Agreement has been duly and voluntarily executed and delivered by the Company and the Shareholder and constitutes the legal, valid and binding obligations of each of them, enforceable in accordance with its terms. (d) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not conflict with or result in a violation, breach, default, right to accelerate or increase in obligations under the Company's Charter or Bylaws, any law or statute or any order, judgment or decree by which the Company is bound by name or any license, lease or other agreement to which the Company is a party or by which its assets and business may be affected. (e) The Company's CharterArticles of Incorporation, Bylaws and stock book and, in all material respects, its minute books are complete and correct and contain all amendments thereto to date, a record of all corporate proceedings of the Company, and a record of all stock issuances and transfers of the Company. (f) The Except as set forth in Schedule 3.1(f), the Company does not have any has no subsidiaries and never has had any subsidiaries, except as set forth on Schedule 3.1(f). The and the Company does not --------------- conduct nor ever has conducted any business under any trade name or other fictitious name. (g) The Company is not a party to any joint venture or other similar agreement or arrangement that involves any sharing of profits of the Company or its assets or is similar to or competitive with the business. (h) The Shareholder is Shareholders are the sole record and beneficial owners of the Company shares of Common Stock, and such Company Common Stock is free and clear of all mortgagesany lien, liensclaim, pledgescharge, mortgage, pledge, security interestsinterest, charges, proxies, claims, restrictions, options and encumbrances option or other legal or equitable encumbrance of any nature whatsoever (collectively, hereinafter "Liens"). The Shareholder has the full legal right, power and authority to vote the shares of Common Stock held by him. The Shareholder has not transferred or assigned any right, power or authority with respect to any shares of Company Common Stock to any other person or entity.

Authorization; Organization. (a) The Company is a corporation duly organized and validly existing and in good standing under the laws of the State of Tennessee and has all requisite corporate power and authority to own, lease or operate its properties and assets and to carry on its business as now being conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the nature of property owned or leased by it or the conduct of its business requires it to be so qualified, except where the failure to do so would not have a material adverse effect on its business, operations, properties, assets or condition, financial or otherwise (a "Material Adverse Effect"). (b) The Company has full corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the other transactions provided for herein and in the Articles of Merger, the Plan of Merger, and all other documents and agreements executed in connection herewith and therewith (collectively, the "Merger Documents"). The Board of Directors of the Company and the Shareholder have unanimously approved the execution, delivery and performance of this Agreement and the consummation of the transactions provided for herein. (c) This Agreement has been duly and voluntarily executed and delivered by the Company and the Shareholder and constitutes the legal, valid and binding obligations of each of them, enforceable in accordance with its terms. (d) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not conflict with or result in a violation, breach, default, right to accelerate or increase in obligations under the Company's Charter Articles of Incorporation or Bylaws, any law or statute or any order, judgment or decree by which the Company is bound by name or any license, lease or other agreement to which the Company is a party or by which its assets and business may be affected. (e) The Company's CharterArticles of Incorporation, Bylaws and stock book and, in all material respects, its minute books are complete and correct and contain all amendments thereto to date, a record of all corporate proceedings of the Company, and a record of all stock issuances and transfers of the Company. (f) The Company does not have any has no subsidiaries and never has had any subsidiaries, except as set forth on Schedule 3.1(f). The Company does not --------------- conduct nor ever and never has conducted any business under any trade name or other fictitious name., except as set forth on Schedule -------- 3.1(f). ------ (g) The Company is not a party to any joint venture or other similar agreement or arrangement that involves any sharing of profits of the either Company or its assets or is similar to or competitive with the business. (h) The Each Shareholder is the sole record and beneficial owners owner of the Company Common StockStock as set forth in the recitals of this Agreement, and such Company Common Stock is free and clear of all mortgages, liens, pledges, security interests, charges, proxies, claims, restrictions, options and encumbrances of any nature whatsoever (collectively, "Liens"). The Each Shareholder has the full legal right, power and authority to vote the shares of Company Common Stock held by himsuch Shareholder. The Neither Shareholder has not transferred or assigned any right, power or authority with respect to any shares of Company Common Stock to any other person or entity.

Authorization; Organization. (a) The Company is a corporation duly organized and validly existing and in good standing under the laws of the State of Tennessee Georgia and has all requisite corporate power and authority to own, lease or operate its properties and assets and to carry on its business as now being conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the nature of property owned or leased by it or the conduct of its business requires it to be so qualified, except where the failure to do so would not have a material adverse effect on its business, operations, properties, assets or condition, financial or otherwise (a "Material Adverse Effect"). (b) The Company has full corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger Purchase and the other transactions provided for herein and in the Articles of Merger, the Plan of Merger, and all other documents and agreements executed in connection herewith and therewith (collectively, the "Merger Purchase Documents"). The Board of Directors of the Company and the Shareholder Shareholders have unanimously approved the execution, delivery and performance of this Agreement and the consummation of the transactions provided for herein. (c) This Agreement has been duly and voluntarily executed and delivered by the Company and the Shareholder Shareholders and constitutes the legal, valid and binding obligations of each of them, enforceable in accordance with its terms. (d) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not conflict with or result in a violation, breach, default, right to accelerate or increase in obligations under the Company's Charter Articles or Bylaws, any law or statute or any order, judgment or decree by which the Company is bound by name or any license, lease or other agreement to which the Company is a party or by which its assets and business may be affected. (e) The Company's CharterArticles, Bylaws and stock book and, in all material respects, its minute books are complete and correct and contain all amendments thereto to date, a record of all corporate proceedings of the Company, and a record of all stock issuances and transfers of the Company. (f) The Company does not have any subsidiaries and never has had any subsidiaries, except as set forth on Schedule 3.1(f). The Company does not --------------- conduct nor ever has conducted any business under any trade name or other fictitious name. (g) The Company is not a party to any joint venture or other similar agreement or arrangement that involves any sharing of profits of the Company or its assets or is similar to or competitive with the business. (h) The Shareholder is Shareholders are the sole record and beneficial owners of the Company Common Stock, and such Company Common Stock is free and clear of all mortgages, liens, pledges, security interests, charges, proxies, claims, restrictions, options and encumbrances of any nature whatsoever (collectively, "Liens"). The Shareholder has Shareholders have the full legal right, power and authority to vote the shares of Common Stock held by himthem. The Shareholder has Shareholders have not transferred or assigned any right, power or authority with respect to any shares of Company Common Stock to any other person or entity.

Authorization; Organization. (a) The Company is a corporation duly organized and validly existing and in good standing under the laws of the State of Tennessee Georgia and has all requisite corporate power and authority to own, lease or operate its properties and assets and to carry on its business as now being conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the nature of property owned or leased by it or the conduct of its business requires it to be so qualified, except where the failure to do so would not have a material adverse effect on its business, operations, properties, assets or condition, financial or otherwise (a "Material Adverse Effect"). (b) The Company has full corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger Purchase and the other transactions provided for herein (collectively, the "Contemplated Transactions") and in the Articles of Merger, the Plan of Merger, and all other documents and agreements executed in connection herewith and therewith (collectively, the "Merger Purchase Documents"). The Board of Directors of the Company and the Shareholder Board of Directors of Ebank, other than Caroline O. Harless who abstained from voting, have unanimously approved the executionapproxxx xxx xxxxxxxxx, delivery and performance of this Agreement and the consummation of the transactions provided for hereinContemplated Transactions. (c) This Agreement has been duly and voluntarily executed and delivered by the Company and the Shareholder Ebank and constitutes the legal, valid and binding obligations of each of them, enforceable in accordance with its terms. (d) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby Contemplated Transactions will not conflict with or result in a violation, breach, default, right to accelerate or increase in obligations under the Company's Charter or Ebank's Articles or Bylaws, any law or statute or any order, judgment or decree by which the Company or Ebank is bound by name or any license, lease or other agreement to which the Company or Ebank is a party or by which its assets and business may be affected. (e) The To the knowledge of Ebank, the Company's CharterArticles, Bylaws and stock book and, in all material respects, its minute books are complete and correct and contain all amendments thereto to date, a record of all corporate proceedings of the Company, and a record of all stock issuances and transfers of the Company. (f) The To the knowledge of Ebank, the Company does not have any subsidiaries and never has had any subsidiaries, except as set forth on Schedule 3.1(f). The Company does not --------------- conduct nor ever has conducted any business under any trade name or other fictitious name. (g) The To the knowledge of Ebank, the Company is not a party to any joint venture or other similar agreement or arrangement that involves any sharing of profits of the Company or its assets or is similar to or competitive with the business. (h) The Shareholder Ebank is the sole record and beneficial owners owner of the 1,000 shares of Company Common Stock, and such Company Common Stock is free and clear of all mortgages, liens, pledges, security interests, charges, proxies, claims, restrictions, options and encumbrances of any nature whatsoever (collectively, "Liens"). The Shareholder Ebank has the full legal right, power and authority to vote the shares of Common Stock held by himit. The Shareholder Ebank has not transferred or assigned any right, power or authority with respect to any shares of Company Common Stock to any other person or entity.

Authorization; Organization. (a) The Company is a corporation duly organized and validly existing and in good standing under the laws of the State of Tennessee and has all requisite corporate power and authority to own, lease or operate its properties and assets and to carry on its business as now being conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the nature of property owned or leased by it or the conduct of its business requires it to be so qualified, except where the failure to do so would not have a material adverse effect on its business, operations, properties, assets or condition, financial or otherwise (a "Material Adverse Effect"). (b) The Company has full corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the other transactions provided for herein and in the Articles of Merger, the Plan of Merger, and all other documents and agreements executed in connection herewith and therewith (collectively, the "Merger Documents"). The Board of Directors of the Company and the Shareholder Shareholders have unanimously approved the execution, delivery and performance of this Agreement and the consummation of the transactions provided for herein. (c) This Agreement has been duly and voluntarily executed and delivered by each of the Shareholders and the Company and the Shareholder and constitutes the legal, valid and binding obligations of each of them, enforceable in accordance with its terms. (d) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not conflict with or result in a violation, breach, default, right to accelerate or increase in obligations under the Company's Charter Articles of Incorporation or Bylaws, any law or statute or any order, judgment or decree by which the Company is bound by name or any license, lease or other agreement to which the Company is a party or by which its assets and business may be affected. (e) The Company's CharterArticles of Incorporation, Bylaws and stock book and, in all material respects, its minute books are complete and correct and contain all amendments thereto to date, a record of all corporate proceedings of the Company, and a record of all stock issuances and transfers of the Company. (f) The Company does not have any has no subsidiaries and never has had any subsidiaries, except as set forth on Schedule 3.1(f). The and the Company does not --------------- conduct nor ever and never has conducted any business under any trade name or other fictitious name. (g) The Company is not a party to any joint venture or other similar agreement or arrangement that involves any sharing of profits of the Company or its assets or is similar to or competitive with the business. (h) The Shareholder is Shareholders are the sole record and beneficial owners of the Company Common Stock, and and, except as set forth on Schedule 3.1(h), such Company --------------- Common Stock is free and clear of all mortgages, liens, pledges, security interests, charges, proxies, claims, restrictions, options and encumbrances of any nature whatsoever (collectively, "Liens"). The Shareholder has Shareholders each have the full legal right, power and authority to vote the shares of Common Stock held by himthem. The Shareholder has Shareholders have not transferred or assigned any right, power or authority with respect to any shares of Company Common Stock the Shareholder Shares to any other person or entity.