Common use of Authorized and Effective Agreement Clause in Contracts

Authorized and Effective Agreement. (a) GNBC has all requisite corporate power and authority to enter into and perform all of its obligations under this Agreement and each of the Transaction Documents to which it is a party. The execution and delivery of this Agreement and each such Transaction Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action in respect thereof on the part of GNBC, except for the affirmative vote of a majority of the votes cast by the holders of GNBC Common Stock entitled to vote thereon, which is the only shareholder vote required to approve the Merger pursuant to GNBC's certificate of incorporation and bylaws. The Board of Directors of GNBC has approved and adopted this Agreement and the Merger, and directed that this Agreement be submitted to GNBC's shareholders for approval at a special meeting to be held as soon as practicable. The Board of Directors of GNBC has unanimously recommended that the shareholders of GNBC approve this Agreement and the Merger. (b) This Agreement and each Transaction Document to which GNBC is a party have been duly executed and delivered by GNBC and, assuming the accuracy of the representation contained in Section 4.3(b) hereof, this Agreement constitutes the legal, valid and binding obligations of GNBC, enforceable against GNBC in accordance with its terms, except that such enforceability may be subject to bankruptcy, insolvency and other laws of general applicability relating to or affecting creditors' rights and to general equity principles. (c) Neither the execution and delivery by GNBC of this Agreement or any Transaction Document to which it is a party, nor consummation of the transactions contemplated hereby or thereby, nor compliance by GNBC with any of the provisions hereof or thereof shall (i) conflict with or result in a breach of any provision of the certificate of incorporation or bylaws of GNBC, (ii) assuming the consents and approvals contemplated by Section 5.3 hereof and the consents and approvals which are Previously Disclosed are duly obtained, constitute or result in a breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of GNBC or any of its Subsidiaries pursuant to, any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which GNBC or any of its Subsidiaries is a party, or (iii) assuming the consents and approvals contemplated by Section 5.3 hereof and the consents and approvals which are Previously Disclosed are duly obtained, conflict with or violate any law, order, writ, injunction, decree, statute, rule or regulation applicable to GNBC or any of its Subsidiaries or their respective assets; except, in case of clauses (ii) and (iii) above, for any such breach, default, right, lien, charge, encumbrances, violation or conflict which, individually or in the aggregate, would not have a Material Adverse Effect on GNBC. (d) Other than as contemplated by Section 5.3 hereof, no consent, approval or authorization of, or declaration, notice, filing or registration with, any governmental or regulatory authority is required to be made or obtained by GNBC on or prior to the Closing Date in connection with the execution, delivery and performance of this Agreement or any of the Transaction Documents to which it is a party or the consummation of the transactions contemplated hereby or thereby. As of the date hereof, GNBC is not aware of any reason that the condition set forth in Section 6.1(b) of this Agreement would not be satisfied.

Authorized and Effective Agreement. (a) GNBC Portsmouth has all requisite corporate power and authority to enter into and perform all of its obligations under this Agreement the Transaction Documents to which Portsmouth is a party. The adoption, execution and each delivery of the Transaction Documents to which it Portsmouth is a party. The execution and delivery of this Agreement and each such Transaction Agreement party and the consummation of the transactions Transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action in respect thereof on the part of GNBCPortsmouth, except for including without limitation the affirmative vote approval of a majority of the votes cast "Continuing Directors" as contemplated by Article 7, Section 2.B of Portsmouth's Articles of Incorporation, except that (1) pursuant to applicable New Hampshire law and Portsmouth's Articles of Incorporation and By-laws, the Plan of Exchange must be approved by the affirmative vote of the holders of GNBC a majority of all the shares of Portsmouth Common Stock entitled to vote thereon, which is the only shareholder vote required to approve the Merger and (2) pursuant to GNBC's certificate applicable New Hampshire law, certain required or appropriate actions may or must be taken with respect to the rights of incorporation and bylawsany dissenting shareholders. The Board of Directors of GNBC Portsmouth has approved and adopted this Agreement directed that the Transaction Documents and the MergerTransactions be, and directed that this Agreement be to the extent necessary, submitted to GNBCPortsmouth's shareholders stockholders for approval at a an annual or special meeting to be held as soon as practicable. The Board of Directors of GNBC has unanimously recommended that the shareholders of GNBC approve this Agreement and the Merger. (b) This Portsmouth Bank has all requisite corporate power and authority to enter into and perform all its obligations under the Transaction Documents to which Portsmouth Bank is a party. The execution and delivery of this Reorganization Agreement and each Transaction Document to which GNBC is a party the Plan of Merger and the consummation of the Transactions contemplated thereby have been duly executed and delivered validly authorized by GNBC and, assuming all necessary corporate action in respect thereof on the part of Portsmouth Bank. (c) Assuming the accuracy of the representation representations contained in Section 4.3(b3.5(c) hereof, this Agreement constitutes the Transaction Documents constitute legal, valid and binding obligations of GNBCthe Portsmouth Entities, enforceable against GNBC them in accordance with its termstheir respective terms subject, except that such enforceability may be subject as to enforceability, to bankruptcy, insolvency and other laws of general applicability relating to or affecting creditors' rights and to general equity principlesprinciples of equity. (cd) Neither Except as Previously Disclosed, neither the adoption, execution and delivery by GNBC of this Agreement or any the Transaction Document to which it is a party, Documents nor the consummation of the transactions contemplated hereby or thereby, Transactions nor compliance by GNBC the Portsmouth Entities with any of the provisions hereof or thereof shall (i) conflict with or result in a breach of any provision of the certificate articles or certificates of incorporation or bylaws association, charters or by-laws of GNBCeither of the Portsmouth Entities, (ii) assuming that the consents and regulatory approvals contemplated by referred to in Section 5.3 5.1(b) hereof and the consents and approvals which are Previously Disclosed are duly obtained, constitute or result in a breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of GNBC or any of its Subsidiaries either Portsmouth Entity pursuant to, any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which GNBC or any of its Subsidiaries is a partyobligation, or (iii) assuming that the consents and regulatory approvals contemplated by referred to in Section 5.3 5.1(b) hereof and the consents and approvals which are Previously Disclosed are duly obtained, conflict with or violate any law, order, writ, injunction, decree, statute, rule or regulation applicable to GNBC either Portsmouth Entity, except for such violations, rights, conflicts, breaches, creations or any of its Subsidiaries or their respective assets; except, in case of clauses (ii) and (iii) above, for any such breach, default, right, lien, charge, encumbrances, violation or conflict defaults which, either individually or in the aggregate, would will not have a Material Adverse Effect on GNBCPortsmouth. (de) Other than Except for the approvals specified in Sections 4.2 and 4.4 hereof, except as contemplated by Section 5.3 hereofPreviously Disclosed and except as expressly referred to in this Reorganization Agreement, no consent, approval or authorization of, or declaration, notice, filing or registration with, any governmental or regulatory authority authority, or any other person, is required to be made or obtained by GNBC the Portsmouth Entities on or prior to the Closing Date in connection with the execution, delivery and performance of this Agreement or any of the Transaction Documents to which it is a party or the consummation of the transactions contemplated hereby Transactions other than the filing of certificates or thereby. As articles of merger or share exchange or similar documents with the date hereof, GNBC is not aware of any reason that the condition set forth in Section 6.1(b) of this Agreement would not be satisfiedappropriate New Hampshire state authorities.

Authorized and Effective Agreement. (a) GNBC Each of ValliCorp and ValliWide, as applicable, has all requisite corporate power and authority to enter into this Agreement, the Plan of Merger and perform all the Stock Option Agreement and, subject to the adoption of its obligations under this Agreement and each the Plan of Merger by the Transaction Documents holders of ValliCorp Common Stock, to which it is a partyconsummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement Agreement, the Plan of Merger and each such Transaction the Stock Option Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action in respect thereof on the part of GNBCValliCorp or ValliWide, except for as applicable (including without limitation the approval of this Agreement by the unanimous vote of all members of ValliCorp's Board of Directors, which approval includes a resolution directing, subject to Sections 5.2(a) and 5.2(h) hereof, that the Proxy Statement contain a recommendation by the Board of Directors that the shareholders of ValliCorp approve this Agreement and the transactions contemplated hereby), subject in the case of this Agreement only to the provisions of Section 5.2(h) and the affirmative vote of the holders of a majority of the votes cast by the holders outstanding shares of GNBC ValliCorp Common Stock entitled to vote thereon, which is as required under the only shareholder vote required to approve the Merger pursuant to GNBCDGCL and ValliCorp's certificate Restated Certificate of incorporation Incorporation and bylawsBylaws. The Board of Directors of GNBC ValliCorp has approved and adopted directed that this Agreement and the Merger, and directed that this Agreement Plan of Merger be submitted to GNBCValliCorp's shareholders for approval at a special meeting to be held as soon as practicable. The Board of Directors of GNBC has unanimously recommended that the shareholders of GNBC approve this Agreement and the Merger. (b) This Agreement and each Transaction Document to which GNBC is a party have has been duly executed and delivered by GNBC andValliCorp and ValliWide, assuming and the Stock Option Agreement has been duly executed and delivered by ValliCorp. (b) Assuming the accuracy of the representation contained in Section 4.3(b4.5(b) hereof, this Agreement, the Plan of Merger and the Stock Option Agreement constitutes the constitute legal, valid and binding obligations of GNBCValliCorp and ValliWide, as applicable, enforceable against GNBC ValliCorp and ValliWide, as applicable, in accordance with its their respective terms, except that such enforceability may be subject subject, as to enforceability, to bankruptcy, insolvency and other laws of general applicability relating to or affecting creditors' rights and to general equity principles. (c) Neither the execution and delivery by GNBC of this Agreement Agreement, the Plan of Merger or any Transaction Document to which it is a partythe Stock Option Agreement, nor consummation of the transactions contemplated hereby or thereby, nor compliance by GNBC ValliCorp and ValliWide, as applicable, with any of the provisions hereof or thereof shall (i) conflict with or result in a breach of any provision of the certificate of incorporation or bylaws of GNBC, (ii) assuming the consents and approvals contemplated by Section 5.3 hereof and the consents and approvals which are Previously Disclosed are duly obtained, constitute or result in a breach of any term, condition or provision violation of, or constitute a default under(with or without notice or lapse of time, or both) under or give rise to any a right of termination, cancellation or acceleration with respect toof any obligation or loss of a material benefit under, or result in the creation of any a lien, pledge, security interest, charge or other encumbrance upon on assets (any property such conflict, violation, default, right of termination, cancellation or asset acceleration, loss or creation, a "Violation") pursuant to any provision of GNBC the articles or certificate of incorporation or association, charter or by-laws of ValliCorp or any ValliCorp Subsidiary, (ii) cause a Violation of its Subsidiaries pursuant toany loan or credit agreement, any note, bond, mortgage, indenture, license, agreement lease or other agreement, instrument or obligation to which GNBC or any of its Subsidiaries is a partyobligation, or (iii) assuming the consents and approvals contemplated by Section 5.3 hereof and the consents and approvals which are Previously Disclosed are duly obtained, conflict with or violate result in any law, Violation of any order, writ, injunction, decree, statute, law, ordinance, rule or regulation applicable to GNBC ValliCorp or any of its Subsidiaries or their respective assets; except, in case of clauses (ii) and (iii) above, for any such breach, default, right, lien, charge, encumbrances, violation or conflict which, individually or in the aggregate, would not have a Material Adverse Effect on GNBCValliCorp Subsidiary. (d) Other than as contemplated by Section 5.3 hereof, no No consent, approval approval, order or authorization of, or declaration, notice, filing or registration with, any court, administrative agency or commission or other governmental or regulatory authority authority, or instrumentality, foreign or domestic (each, a "Governmental Entity"), is required by or with respect to be made ValliCorp or obtained by GNBC on or prior to the Closing Date any ValliCorp Subsidiary in connection with the execution, delivery and performance of this Agreement, the Plan of Merger and the Stock Option Agreement or any of the Transaction Documents to which it is a party or the consummation by ValliCorp and ValliWide, as applicable, of the transactions contemplated hereby or thereby. As of the date hereof, GNBC is not aware of any reason that the condition set forth in Section 6.1(b) of this Agreement would not be satisfied.

Authorized and Effective Agreement. (a) GNBC Oneida has all requisite corporate power and authority to enter into and perform all of its obligations under this Agreement and each of the Transaction Documents to which it is a party. The execution and delivery of this Agreement and each such Transaction Agreement and the consummation of the transactions contemplated hereby Transactions and thereby have been duly and validly authorized by all necessary corporate action in respect thereof on the part of GNBCOneida, except for the affirmative vote of a majority of the votes cast by the holders issued and outstanding shares of GNBC Oneida Common Stock entitled to vote thereonStock, which is the only shareholder vote required to approve the Merger pursuant to GNBC's certificate Oneida’s articles of incorporation and bylaws. The Board of Directors of GNBC Oneida has approved and adopted this Agreement and the Merger, and directed that this Agreement be submitted to GNBC's Oneida’s shareholders for approval at a special meeting of shareholders to be held as soon as practicable. The Board of Directors of GNBC Oneida has unanimously recommended that the shareholders of GNBC Oneida approve this Agreement and the Merger. In connection with its approval of this Agreement and the Merger, the Board of Directors of Oneida has received a written fairness opinion dated on or about the date hereof from Kxxxx Bxxxxxxx & Wxxxx, Inc., to the effect that, subject to the terms, limitations, and conditions set forth therein, the Merger Consideration is fair, from a financial point of view, to the common shareholders of Oneida, which opinion has not been rescinded prior to the execution of this Agreement. (b) This Agreement and each Transaction Document to which GNBC Oneida is a party have been duly executed and delivered by GNBC Oneida and, assuming the accuracy of the representation contained in Section 4.3(b) hereof, this Agreement constitutes the legal, valid and binding obligations obligation of GNBCOneida, enforceable against GNBC Oneida in accordance with its terms, except that such enforceability may be subject to bankruptcy, insolvency and other laws of general applicability relating to or affecting creditors' ’ rights and to general equity principles. (c) Neither Except as Previously Disclosed, neither the execution and delivery by GNBC Oneida of this Agreement or any Transaction Document to which it is a partyAgreement, nor consummation of the transactions contemplated hereby or therebyTransactions, nor compliance by GNBC Oneida with any of the provisions hereof or thereof shall (i) conflict with or result in a breach of any provision of the certificate articles of incorporation or bylaws of GNBCOneida or any of its Subsidiaries, (ii) assuming the consents and approvals contemplated by Section 5.3 hereof and the consents and approvals which are Previously Disclosed are duly obtained, constitute or result in a breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of GNBC Oneida or any of its Subsidiaries pursuant to, any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which GNBC Oneida or any of its Subsidiaries is a party, or (iii) assuming the consents and approvals contemplated by Section 5.3 hereof and the consents and approvals which are Previously Disclosed are duly obtained, conflict with or violate any law, order, writ, injunction, decree, statute, rule or regulation applicable to GNBC Oneida or any of its Subsidiaries or their respective assets; except, in case of clauses (ii) and (iii) above, for any such breach, default, right, lien, charge, encumbrances, violation or conflict which, individually or in the aggregate, would not have a Material Adverse Effect on GNBCOneida. (d) Other Except as Previously Disclosed, other than as contemplated by Section 5.3 hereof, no consent, approval or authorization of, or declaration, notice, filing or registration with, any governmental or regulatory authority authority, or any other Person, is required to be made or obtained by GNBC Oneida on or prior to the Closing Date in connection with the execution, delivery and performance of this Agreement or any of the Transaction Documents to which it is a party or the consummation of the transactions contemplated hereby or thereby. As of the date hereof, GNBC is not aware of any reason that the condition set forth in Section 6.1(b) of this Agreement would not be satisfiedTransactions.

Authorized and Effective Agreement. (a) GNBC 4.5.1 Each of Alliance and Tolland has all requisite corporate power and authority to enter into this Agreement and the Bank Merger Agreement, as applicable, and (subject to receipt of all necessary governmental approvals and the approval of Alliance’s shareholders of this Agreement) to perform all of its obligations under this Agreement and each of the Transaction Documents to which it is a partyBank Merger Agreement, as applicable. The execution and delivery of this Agreement and each such Transaction the Bank Merger Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action in respect thereof on the part of GNBCAlliance and Tolland, except for the affirmative vote approval of a majority of the votes cast by the holders of GNBC Common Stock entitled to vote thereon, which is the only shareholder vote required to approve the Merger pursuant to GNBC's certificate of incorporation and bylaws. The Board of Directors of GNBC has approved and adopted this Agreement and the Merger, and directed that this Agreement be submitted to GNBC's shareholders for approval at a special meeting to be held as soon as practicableby Alliance’s shareholders. The Board of Directors of GNBC has unanimously recommended that the shareholders of GNBC approve this Agreement and the Merger. (b) This Agreement and each Transaction Document to which GNBC is a party have has been duly and validly executed and delivered by GNBC Alliance and Tolland and, assuming the accuracy of the representation contained in Section 4.3(b) hereofdue authorization and execution by NHSB, this Agreement constitutes the legal, valid and binding obligations of GNBCAlliance and Tolland, enforceable against GNBC Alliance and Tolland in accordance with its terms, except that such enforceability may be subject subject, as to enforceability, to bankruptcy, insolvency and other laws of general applicability relating to or affecting creditors' ’ rights and to general equity principles. The Bank Merger Agreement, upon execution and delivery by Tolland, will have been duly and validly executed and delivered by Tolland and, assuming due authorization and execution by NHSB, will constitute the legal, valid and binding obligation of Tolland, enforceable against Tolland in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles. (c) 4.5.2 Neither the execution and delivery by GNBC of this Agreement by Alliance or any Transaction Document to which it is a partyTolland, the execution and delivery of the Bank Merger Agreement by Tolland, nor consummation of the transactions contemplated hereby or thereby, nor compliance by GNBC Alliance and Tolland with any of the provisions hereof or thereof shall (i) does or will conflict with or result in a breach of any provision provisions of the certificate Certificate of incorporation Incorporation or bylaws Bylaws of GNBCAlliance or the equivalent documents of any Alliance Subsidiary, (ii) assuming except as set forth in Section 4.5.2(ii) of the consents and approvals contemplated by Section 5.3 hereof and the consents and approvals which are Previously Disclosed are duly obtainedALLIANCE DISCLOSURE SCHEDULE, constitute violate, conflict with or result in a breach of any term, condition or provision of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of GNBC Alliance or any of its Subsidiaries Alliance Subsidiary pursuant to, any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which GNBC Alliance or any of its Subsidiaries Alliance Subsidiary is a party, or by which any of their respective properties or assets may be bound or affected, or (iii) assuming the consents subject to receipt of all required governmental and approvals contemplated by Section 5.3 hereof and the consents and approvals which are Previously Disclosed are duly obtainedshareholder approvals, conflict with or violate any law, order, writ, injunction, decree, statute, rule or regulation applicable to GNBC Alliance or any Alliance Subsidiary. 4.5.3 Except as set forth in Section 4.5.3 of its Subsidiaries or their respective assets; exceptthe ALLIANCE DISCLOSURE SCHEDULE and except for (i) the filing of applications and notices with, in case of clauses and the consents and approvals of, as applicable, the Bank Regulators, (ii) the filing and effectiveness of the Merger Back to Contents Registration Statement with the SEC, (iii) abovethe approval of this Agreement by the requisite vote of the shareholders of Alliance, (iv) the filing of the certificate of merger with respect to the merger of Alliance with and into NEWCO with the Secretary of State of the State of Delaware pursuant to the DGCL in connection with the Merger, and (v) the filing of a copy of the Bank Merger Agreement and a copy of the approval of the commissioner of the Connecticut Department of Banking with the Connecticut Secretary of the State with respect to the Bank Merger, no consents or approvals of or filings or registrations with any Governmental Entity or with any third party are necessary on the part of Alliance or Tolland in connection with the execution and delivery by Alliance and Tolland of this Agreement, the execution and delivery by Tolland of the Bank Merger Agreement, the consummation of the Merger by Alliance, and the consummation of the Bank Merger by Tolland. 4.5.4 As of the date hereof, neither Alliance nor Tolland has Knowledge of any reasons relating to Alliance or Tolland (including without limitation Community Reinvestment Act compliance) why all material consents and approvals shall not be procured from all regulatory agencies having jurisdiction over the Merger or the Bank Merger as shall be necessary for (i) consummation of the Merger and the Bank Merger, and (ii) the continuation by NEWCO and NHSB after the Effective Time of the business of Alliance and Tolland as such business is carried on immediately prior to the Effective Time, free of any such breach, default, right, lien, charge, encumbrances, violation conditions or conflict requirements which, individually or in the aggregatereasonable opinion of Alliance, would not could have a Material Adverse Effect on GNBCthe business of Alliance or Tolland or materially impair the value of Alliance and Tolland to NEWCO or NHSB. (d) Other than as contemplated by Section 5.3 hereof, no consent, approval or authorization of, or declaration, notice, filing or registration with, any governmental or regulatory authority is required to be made or obtained by GNBC on or prior to the Closing Date in connection with the execution, delivery and performance of this Agreement or any of the Transaction Documents to which it is a party or the consummation of the transactions contemplated hereby or thereby. As of the date hereof, GNBC is not aware of any reason that the condition set forth in Section 6.1(b) of this Agreement would not be satisfied.

Authorized and Effective Agreement. (a) GNBC OVB has all requisite corporate power and authority to enter into into, adopt and perform all of its obligations under this Agreement Reorganization Agreement, the Plan of Merger and each of the Transaction Documents to which it is a partyOVB Option Agreement. The execution execution, adoption and delivery of this Agreement Reorganization Agreement, the Plan of Merger and each such Transaction the OVB Option Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action in respect thereof on the part of GNBCOVB (including the unanimous approval of its Board of Directors), except for that the affirmative vote of a majority of the votes cast by the holders of GNBC 66-2/3% of the outstanding shares of OVB Common Stock entitled to vote thereon, which thereon is the only shareholder vote required to approve adopt the Plan of Merger pursuant to GNBC's certificate of incorporation and bylaws. The Board of Directors of GNBC has approved and adopted this Agreement and the Merger, and directed that this Agreement be submitted to GNBC's shareholders for approval at a special meeting to be held as soon as practicable. The Board of Directors of GNBC has unanimously recommended that the shareholders of GNBC approve this Agreement and the MergerNew York Business Corporation Law. (b) This Oneida Valley has all requisite corporate power and authority to enter into and perform all of its obligations under this Reorganization Agreement and each Transaction Document to which GNBC is a party the Bank Merger Agreement, and the execution and delivery of this Reorganization Agreement and the Bank Merger Agreement and the consummation of the transactions contemplated hereby and thereby have been duly executed and delivered validly authorized by GNBC and, assuming all necessary corporate action in respect thereof on the accuracy part of Oneida Valley. (c) This Reorganization Agreement and the representation contained in Section 4.3(b) hereof, this Agreement constitutes the Plan of Merger constitute legal, valid and binding obligations of GNBCOVB and this Reorganization Agreement and the Bank Merger Agreement constitute legal, valid and binding obligations of Oneida Valley, in each case enforceable against GNBC it in accordance with its their respective terms, except that such enforceability may be subject as to enforceability, to bankruptcy, insolvency and other laws of general applicability relating to or affecting creditors' rights and to general equity principles. (cd) Neither Except as Previously Disclosed, neither the execution execution, adoption and delivery by GNBC of this Reorganization Agreement, the Plan of Merger or the OVB Option Agreement, in the case of OVB, or this Reorganization Agreement or any Transaction Document to which it is a partythe Bank Merger Agreement, in the case of Oneida Valley, nor consummation of the transactions contemplated hereby or thereby, nor compliance by GNBC OVB or Oneida Valley with any of the provisions hereof or thereof shall (i) conflict with or result in a breach of any provision of the certificate of incorporation incorporation, articles of association or bylaws by-laws of GNBCOVB or Oneida Valley, (ii) assuming the consents and approvals contemplated by Section 5.3 hereof and the consents and approvals which are Previously Disclosed are duly obtained, constitute or result in a breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of GNBC OVB or any of its Subsidiaries Oneida Valley pursuant to, any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which GNBC obligation, in each case in an amount greater than $100,000 or any of its Subsidiaries is a partyrequiring an annual payment greater than $100,000, or (iii) assuming subject to the consents and approvals contemplated by Section 5.3 hereof and the consents and approvals which are Previously Disclosed are duly obtainedreceipt of all required regulatory approvals, conflict with or violate any law, order, writ, injunction, decree, statute, rule or regulation applicable to GNBC OVB or any of its Subsidiaries or their respective assets; except, in case of clauses (ii) and (iii) above, for any such breach, default, right, lien, charge, encumbrances, violation or conflict which, individually or in the aggregate, would not have a Material Adverse Effect on GNBCOneida Valley. (de) Other than Except for consents and approvals of or filings with the Federal Reserve Board, the OCC, the FDIC, the Commission, the Banking Department and the New York Department of State, and except as contemplated by Section 5.3 hereofPreviously Disclosed, no consentconsents or approvals of or filings or registrations with any public body or authority are necessary, approval and no consents or authorization ofapprovals of any third parties are necessary, or declaration, notice, filing or registration with, any governmental or regulatory authority is required to be made or obtained by GNBC on or prior to the Closing Date in connection with the execution, execution and delivery and performance of this Agreement or any of and the Transaction Documents to which it is a party Bank Merger Agreement by OVB and Oneida Valley or the consummation by OVB or Oneida Valley of the transactions contemplated hereby hereby, thereby or thereby. As by the Plan of the date hereof, GNBC is not aware of any reason that the condition set forth in Section 6.1(b) of this Agreement would not be satisfiedMerger.

Authorized and Effective Agreement. (a) GNBC Each of ValliCorp and ValliWide, as applicable, has all requisite corporate power and authority to enter into this Agreement, the Plan of Merger and perform all the Stock Option Agreement and, subject to the adoption of its obligations under this Agreement and each the Plan of Merger by the Transaction Documents holders of ValliCorp Common Stock, to which it is a partyconsummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement Agreement, the Plan of Merger and each such Transaction the Stock Option Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action in respect thereof on the part of GNBCValliCorp or ValliWide, except for as applicable (including without limitation the approval of this Agreement by the unanimous vote of all members of ValliCorp's Board of Directors, which approval includes a resolution directing, subject to Sections 5.2(a) and 5.2(h) hereof, that the Proxy Statement contain a recommendation by the Board of Directors that the shareholders of ValliCorp approve this Agreement and the transactions contemplated hereby), subject in the case of this Agreement only to the provisions of Section 5.2(h) and the affirmative vote of the holders of a majority of the votes cast by the holders outstanding shares of GNBC ValliCorp Common Stock entitled to vote thereon, which is as required under the only shareholder vote required to approve the Merger pursuant to GNBCDGCL and ValliCorp's certificate Restated Certificate of incorporation Incorporation and bylawsBylaws. The Board of Directors of GNBC ValliCorp has approved and adopted directed that this Agreement and the Merger, and directed that this Agreement Plan of Merger be submitted to GNBCValliCorp's shareholders for approval at a special meeting to be held as soon as practicable. The Board of Directors of GNBC has unanimously recommended that the shareholders of GNBC approve this Agreement and the Merger. (b) This Agreement and each Transaction Document to which GNBC is a party have has been duly executed and delivered by GNBC andValliCorp and ValliWide, assuming and the Stock Option Agreement has been duly executed and delivered by ValliCorp. (b) Assuming the accuracy of the representation contained in Section 4.3(b4.5(b) hereof, this Agreement, the Plan of Merger and the Stock Option Agreement constitutes the constitute legal, valid and binding obligations of GNBCValliCorp and ValliWide, as applicable, enforceable against GNBC ValliCorp and ValliWide, as applicable, in accordance with its their respective terms, except that such enforceability may be subject subject, as to enforceability, to bankruptcy, insolvency and other laws of general applicability relating to or affecting creditors' rights and to general equity principles. (c) Neither the execution and delivery by GNBC of this Agreement Agreement, the Plan of Merger or any Transaction Document to which it is a partythe Stock Option Agreement, nor consummation of the transactions contemplated hereby or thereby, nor compliance by GNBC ValliCorp and ValliWide, as applicable, with any of the provisions hereof or thereof shall (i) conflict with or result in a breach of any provision of the certificate of incorporation or bylaws of GNBC, (ii) assuming the consents and approvals contemplated by Section 5.3 hereof and the consents and approvals which are Previously Disclosed are duly obtained, constitute or result in a breach of any term, condition or provision violation of, or constitute a default under(with or without notice or lapse of time, or both) under or give rise to any a right of termination, cancellation or acceleration with respect toof any obligation or loss of a material benefit under, or result in the creation of any a lien, pledge, security interest, charge or other encumbrance upon on assets (any property such conflict, violation, default, right of termination, cancellation or asset acceleration, loss or creation, a "Violation") pursuant to any provision of GNBC the articles or certificate of incorporation or association, charter or by-laws of ValliCorp or any ValliCorp Subsidiary, (ii) cause a Violation of its Subsidiaries pursuant toany loan or credit agreement, any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which GNBC or any of its Subsidiaries is a party, or (iii) assuming the consents and approvals contemplated by Section 5.3 hereof and the consents and approvals which are Previously Disclosed are duly obtained, conflict with or violate any law, order, writ, injunction, decree, statute, rule or regulation applicable to GNBC or any of its Subsidiaries or their respective assets; except, in case of clauses (ii) and (iii) above, for any such breach, default, right, lien, charge, encumbrances, violation or conflict which, individually or in the aggregate, would not have a Material Adverse Effect on GNBC.lease or (d) Other than as contemplated by Section 5.3 hereof, no No consent, approval approval, order or authorization of, or declaration, notice, filing or registration with, any court, administrative agency or commission or other governmental or regulatory authority authority, or instrumentality, foreign or domestic (each, a "Governmental Entity"), is required by or with respect to be made ValliCorp or obtained by GNBC on or prior to the Closing Date any ValliCorp Subsidiary in connection with the execution, delivery and performance of this Agreement, the Plan of Merger and the Stock Option Agreement or any of the Transaction Documents to which it is a party or the consummation by ValliCorp and ValliWide, as applicable, of the transactions contemplated hereby or thereby. As of the date hereof, GNBC is not aware of any reason that the condition set forth in Section 6.1(b) of this Agreement would not be satisfied.

Authorized and Effective Agreement. (a) GNBC ESLBI has all requisite corporate power and authority to enter into and perform all of its obligations under this Agreement and each of the Transaction Documents to which it is a party. The execution and delivery of this Agreement and each such Transaction Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action in respect thereof on the part of GNBCESLBI, except for the affirmative vote of a majority of the votes cast by the holders of GNBC two-thirds of all outstanding shares of ESLBI Common Stock entitled to vote thereon, which is the only shareholder vote required to approve the Merger pursuant to GNBCESLBI 's certificate of incorporation and bylaws. The Board of Directors of GNBC ESLBI has approved and adopted this Agreement and the Merger, and directed that this Agreement be submitted to GNBCESLBI 's shareholders for approval at a special meeting to be held as soon as practicablein accordance with this Agreement. The Board of Directors of GNBC ESLBI has unanimously recommended that the shareholders of GNBC ESLBI approve this Agreement and the Merger. (b) This Agreement and each Transaction Document to which GNBC ESLBI is a party have been duly executed and delivered by GNBC ESLBI and, assuming the accuracy of the representation contained in Section 4.3(b4.2(b) hereof, this Agreement constitutes the legal, valid and binding obligations of GNBCESLBI, enforceable against GNBC ESLBI in accordance with its terms, except that such enforceability may be subject to bankruptcy, insolvency and other laws of general applicability relating to or affecting creditors' rights and to general equity principles. (c) Neither the execution and delivery by GNBC ESLBI of this Agreement or any Transaction Document to which it is a party, nor consummation of the transactions contemplated hereby or thereby, nor compliance by GNBC ESLBI with any of the provisions hereof or thereof shall (i) conflict with or result in a breach of any provision of the certificate of incorporation or bylaws of GNBCESLBI, (ii) assuming the consents and approvals contemplated by Section 5.3 hereof and the consents and approvals which are Previously Disclosed are duly obtained, constitute or result in a breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of GNBC ESLBI or any of its Subsidiaries pursuant to, any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which GNBC ESLBI or any of its Subsidiaries is a party, or (iii) assuming the consents and approvals contemplated by Section 5.3 hereof and the consents and approvals which are Previously Disclosed are duly obtained, conflict with or violate any law, order, writ, injunction, decree, statute, rule or regulation applicable to GNBC ESLBI or any of its Subsidiaries or their respective assets; except, in case of clauses (ii) and (iii) above, for any such breach, default, right, lien, charge, encumbrances, violation or conflict which, individually or in the aggregate, would not have a Material Adverse Effect on GNBC. (d) Other than as contemplated by Section 5.3 hereof, no consent, approval or authorization of, or declaration, notice, filing or registration with, any governmental or regulatory authority authority, or any other Person, is required to be made or obtained by GNBC ESLBI on or prior to the Closing Date in connection with the execution, delivery and performance of this Agreement or any of the Transaction Documents to which it is a party or the consummation of the transactions contemplated hereby or thereby. As of the date hereof, GNBC ESLBI is not aware of any reason that the condition set forth in Section 6.1(b) of this Agreement would not be satisfied.

Authorized and Effective Agreement. (a) GNBC CFF has all requisite corporate power and authority to enter into into, adopt and perform all of its obligations under this Agreement Reorganization Agreement, the Plan of Merger and each of the Transaction Documents to which it is a partyCFF Option Agreement. The execution execution, adoption and delivery of this Agreement Reorganization Agreement, the Plan of Merger and each such Transaction the CFF Option Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action in respect thereof on the part of GNBCCFF (including the unanimous approval of its Board of Directors), except for that the affirmative vote of a majority of the votes cast by the holders of GNBC 66-2/3% of the outstanding shares of CFF Common Stock entitled to vote thereon, which thereon is the only shareholder vote required to approve adopt the Plan of Merger pursuant to GNBC's certificate of incorporation and bylaws. The Board of Directors of GNBC has approved and adopted this Agreement and the Merger, and directed that this Agreement be submitted to GNBC's shareholders for approval at a special meeting to be held as soon as practicable. The Board of Directors of GNBC has unanimously recommended that the shareholders of GNBC approve this Agreement and the MergerNew York Business Corporation Law. (b) This Cortland National has all requisite corporate power and authority to enter into and perform all of its obligations under this Reorganization Agreement and each Transaction Document to which GNBC is a party the Bank Merger Agreement and the execution and delivery of this Reorganization Agreement and the Bank Merger Agreement and the consummation of the transactions contemplated hereby and thereby have been duly executed and delivered validly authorized by GNBC and, assuming all necessary corporate action in respect thereof on the accuracy part of Cortland National. (c) This Reorganization Agreement and the representation contained in Section 4.3(b) hereof, this Agreement constitutes the Plan of Merger constitute legal, valid and binding obligations of GNBCCFF and this Reorganization Agreement and the Bank Merger Agreement constitute legal, valid and binding obligations of Cortland National, in each case enforceable against GNBC it in accordance with its their respective terms, except that such enforceability may be subject as to enforceability, to bankruptcy, insolvency and other laws of general applicability relating to or affecting creditors' rights and to general equity principles. (cd) Neither Except as Previously Disclosed, neither the execution execution, adoption and delivery by GNBC of this Reorganization Agreement, the Plan of Merger or the CFF Option Agreement, in the case of CFF, or this Reorganization Agreement or any Transaction Document to which it is a partythe Bank Merger Agreement, in the case of Cortland National, nor consummation of the transactions contemplated hereby or thereby, nor compliance by GNBC CFF or Cortland National with any of the provisions hereof or thereof shall (i) conflict with or result in a breach of any provision of the certificate of incorporation incorporation, articles of association or bylaws by-laws of GNBCCFF or Cortland National, (ii) assuming the consents and approvals contemplated by Section 5.3 hereof and the consents and approvals which are Previously Disclosed are duly obtained, constitute or result in a breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of GNBC CFF or any of its Subsidiaries Cortland National pursuant to, any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which GNBC obligation, in each case in an amount greater than $100,000 or any of its Subsidiaries is a partyrequiring an annual payment greater than $100,000, or (iii) assuming subject to the consents and approvals contemplated by Section 5.3 hereof and the consents and approvals which are Previously Disclosed are duly obtainedreceipt of all required regulatory approvals, conflict with or violate any law, order, writ, injunction, decree, statute, rule or regulation applicable to GNBC CFF or any of its Subsidiaries or their respective assets; except, in case of clauses (ii) and (iii) above, for any such breach, default, right, lien, charge, encumbrances, violation or conflict which, individually or in the aggregate, would not have a Material Adverse Effect on GNBCCortland National. (de) Other than Except for consents and approvals of or filings with the Federal Reserve Board, the OCC, the FDIC, the Commission, the Banking Department, the New York Department of State and any appropriate state securities authorities, and except as contemplated by Section 5.3 hereofPreviously Disclosed, no consentconsents or approvals of or filings or registrations with any public body or authority are necessary, approval and no consents or authorization ofapprovals of any third parties are necessary, or declaration, notice, filing or registration with, any governmental or regulatory authority is required to be made or obtained by GNBC on or prior to the Closing Date in connection with the execution, execution and delivery and performance of this Agreement or any of and the Transaction Documents to which it is a party Bank Merger Agreement by CFF and Cortland National or the consummation by CFF or Cortland National of the transactions contemplated hereby hereby, thereby or thereby. As by the Plan of the date hereof, GNBC is not aware of any reason that the condition set forth in Section 6.1(b) of this Agreement would not be satisfiedMerger.