Common use of Authorized and Effective Agreement Clause in Contracts

Authorized and Effective Agreement. (a) Parent has all requisite corporate power and authority to enter into this Agreement and (subject to receipt of all necessary approvals of Government Entities) to perform all of its obligations hereunder. The execution and delivery of this Agreement and the completion of the transactions contemplated hereby have been duly authorized by the Board of Directors of Parent and approved by all necessary corporate action in respect thereof on the part of Parent. This Agreement has been duly and validly executed and delivered by Parent and, assuming due authorization, execution and delivery by the Company, constitutes the legal, valid and binding obligation of Parent, enforceable against Parent 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. (b) Neither the execution and delivery of this Agreement, nor completion of the transactions contemplated hereby, including the Merger, nor compliance by Parent with any of the provisions hereof does or will (i) conflict with or result in a breach of any provisions of the Articles of Incorporation or Bylaws of Parent, (ii) 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 Parent pursuant to, any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other material instrument or obligation to which Parent is a party, or by which any of its properties or assets may be bound or affected, or (iii) subject to receipt of all required approvals from Governmental Entities, violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent. (c) Except for the filings and approvals set forth in Sections 3.04(c)(i) and (iv) hereof, no consents or approvals of or filings or registrations with any Governmental Entity or with any third party are necessary on the part of Parent, First National Bank of Arizona or First National Bank of Nevada in connection with (y) the execution and delivery of this Agreement by Parent or (z) the completion of the Merger. (d) As of the date hereof, Parent is not aware of any reasons relating to Parent, First National Bank of Arizona or First National Bank of Nevada (including CRA or Bank Secrecy Act compliance) why all consents and approvals shall not be procured from all Governmental Entities having jurisdiction over the Merger as shall be necessary for completion of the Merger, free of any conditions or requirements which would have a Material Adverse Effect on the Company.

Authorized and Effective Agreement. (a) Parent Buyer has all requisite corporate power and authority to enter into this Agreement and (subject to receipt of all necessary approvals of Government for Governmental Entities) to perform all of its obligations hereunder. The execution and delivery of this Agreement and the completion of the transactions contemplated hereby Transactions have been duly authorized and approved by the Board of Directors of Parent Buyer and approved by all necessary no other corporate action in respect thereof is required on the part of ParentBuyer. This Agreement has been duly and validly executed and delivered by Parent Buyer and, assuming due authorization, execution and delivery by the CompanySeller, constitutes the legal, valid and binding obligation of ParentBuyer, enforceable against Parent Buyer 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. (b) Neither the execution and delivery of this Agreement, Agreement nor completion of the transactions contemplated herebyTransactions, including the Merger, nor or compliance by Parent Buyer with any of the provisions hereof hereof, does or will (i) conflict with or result in a breach of any provisions of the Articles of Incorporation or Bylaws of ParentBuyer or the equivalent documents of any Buyer Subsidiary, (ii) 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 Parent Buyer or any Buyer Subsidiary pursuant to, any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other material instrument or obligation to which Parent Buyer or any Buyer Subsidiary is a party, or by which any of its their respective properties or assets may be bound or affected, or (iii) subject to receipt of all required approvals from Governmental Entities, violate any order, writ, injunction, decree, statute, rule or regulation applicable to ParentBuyer or any Buyer Subsidiary. (c) Except To the best knowledge of Buyer, except for the consents, approvals, filings and approvals or registrations to be made as set forth in Sections 3.04(c)(i) and (iv) hereofSection 3.5(c), no consents or approvals of or filings or registrations with any Governmental Entity or with any third party are necessary on the part of Parent, First National Bank of Arizona Buyer or First National Bank of Nevada Merger Sub in connection with (y) the execution and delivery by Buyer of this Agreement by Parent or (z) and the completion of the MergerTransactions. (d) As of the date hereof, Parent Buyer is not aware of any reasons relating to Parent, First National Buyer or Buyer Bank of Arizona or First National Bank of Nevada (including CRA or Bank Secrecy Act compliance) why all consents and approvals shall not be procured from all Governmental Entities having jurisdiction over the Merger Transactions as shall be necessary for the completion of the Merger, free of any conditions or requirements which would have a Material Adverse Effect on the CompanyTransactions.

Authorized and Effective Agreement. (a) Parent Buyer has all requisite corporate power and authority to enter into this Agreement and (subject to receipt of all necessary approvals of Government Entities) to perform all of its obligations hereunder. The execution and delivery of this Agreement and the completion of the transactions contemplated hereby have been duly authorized by the Board of Directors of Parent Buyer and approved by all necessary corporate action in respect thereof on the part of ParentBuyer. This Agreement has been duly and validly executed and delivered by Parent Buyer and, assuming due authorization, execution and delivery by the CompanySeller, constitutes the legal, valid and binding obligation of ParentBuyer, enforceable against Parent Buyer in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency and other laws of general applicability relating to or affecting creditors' rights rights, including the FDIA, and to general equity principles. (b) Neither the execution and delivery of this Agreement, nor completion of the transactions contemplated hereby, including the Merger, nor compliance by Parent Buyer with any of the provisions hereof (i) does or will (i) conflict with or result in a breach of any provisions of the Articles of Incorporation Charter or Bylaws of ParentBuyer, (ii) 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 Parent Buyer pursuant to, any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other material instrument or obligation to which Parent Buyer is a party, or by which any of its properties or assets may be bound or affected, or (iii) subject to receipt of all required approvals from Governmental Entitiesgovernmental approvals, violate violates any order, writ, injunction, decree, statute, rule or regulation applicable to ParentBuyer. (c) Except Subject to the Knowledge Qualification, except for (i) the filings filing of applications with and the approvals set forth in Sections 3.04(c)(i) of the OTS; and (ivii) hereofthe filing of Articles of Combination with the OTS with respect to the Corporate 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 Parent, First National Bank of Arizona Buyer or First National Bank of Nevada Merger Sub in connection with (y) the execution and delivery of this Agreement by Parent or (z) the completion of the Corporate Merger. (d) As of the date hereof, Parent Buyer is not aware of any reasons relating to Parent, First National Bank of Arizona or First National Bank of Nevada Buyer (including CRA or Bank Secrecy Act compliance) why all consents and approvals shall not be procured from all Governmental Entities having jurisdiction over the Merger as shall be necessary for completion of the Merger, free of any conditions or requirements which would have a Material Adverse Effect on the Company.

Authorized and Effective Agreement. (a) Parent BANC ONE KENTUCKY has all requisite corporate power and authority to enter into this Agreement and (subject to receipt of all necessary approvals of Government Entities) to perform all of its obligations hereunderunder this Agreement. The execution and delivery of this Agreement and the completion consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of Parent and approved by all necessary corporate action in respect thereof on the part of ParentBANC ONE KENTUCKY. This Agreement has been duly and validly executed and delivered by Parent and, assuming due authorization, execution and delivery by the Company, constitutes the a legal, valid and binding obligation of ParentBANC ONE KENTUCKY, enforceable against Parent BANC ONE KENTUCKY in accordance with its terms, terms subject, as to enforceability, to bankruptcy, insolvency and other laws of general applicability relating to or affecting creditors' creditors rights and to general equity principles. (b) Neither the execution and delivery of this Agreement, Agreement nor completion consummation of the transactions contemplated hereby, including the Merger, hereby nor compliance by Parent BANC ONE KENTUCKY with any of the provisions hereof does or will shall (i) conflict with or result in a breach of any provisions provision of the Articles certificate of Incorporation incorporation, articles of association or Bylaws similar charter document or by-laws of ParentBANC ONE KENTUCKY or the Bank, (ii) violate, conflict with constitute 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 Parent BANC ONE KENTUCKY or the Bank pursuant to, any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other material instrument or obligation to which Parent is a party, or by which any of its properties or assets may be bound or affectedobligation, or (iii) subject to receipt of all required approvals from Governmental Entities, violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent. BANC ONE KENTUCKY or the Bank, excluding from the foregoing clauses (c) Except for the filings and approvals set forth in Sections 3.04(c)(iii) and (iviii) hereofviolations, no consents breaches and defaults which, either individually or approvals of or filings or registrations with any Governmental Entity or with any third party are necessary in the aggregate, would not have a material adverse effect on the part of Parent, First National Bank of Arizona or First National Bank of Nevada in connection with (y) the execution and delivery of this Agreement by Parent or (z) the completion of the MergerBank. (d) As of the date hereof, Parent is not aware of any reasons relating to Parent, First National Bank of Arizona or First National Bank of Nevada (including CRA or Bank Secrecy Act compliance) why all consents and approvals shall not be procured from all Governmental Entities having jurisdiction over the Merger as shall be necessary for completion of the Merger, free of any conditions or requirements which would have a Material Adverse Effect on the Company.

Authorized and Effective Agreement. (a) Parent Each of Bancshares and Tallassee has all requisite corporate power and authority to enter into this Agreement and (subject to receipt of all necessary governmental approvals and the approval of Government Entitiesthis Agreement by Bancshares' shareholders) to perform all of its obligations hereunderunder this Agreement. The execution and delivery of this Agreement and the completion consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of Parent and approved by all necessary corporate action in respect thereof on the part of ParentBancshares, except the approval of this Agreement by Bancshares' shareholders. This Agreement has been duly and validly executed and delivered by Parent and, assuming due authorization, execution and delivery by the Company, constitutes the a legal, valid and binding obligation of ParentBancshares and Tallassee, enforceable against Parent each of them 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. (b) Neither the execution and delivery of this Agreement, nor completion consummation of the transactions contemplated hereby, including the Merger, nor compliance by Parent Bancshares or Tallassee with any of the provisions hereof does or will shall (i) conflict with or result in a breach of any provisions provision of the Articles of Incorporation or Bylaws of Parenteither of Bancshares or Tallassee, (ii) violate, conflict with constitute 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 material property or asset of Parent Bancshares or Tallassee pursuant to, any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other material instrument or obligation to which Parent is a party, or by which any of its properties or assets may be bound or affectedobligation, or (iii) subject to receipt of all required approvals from Governmental Entitiesgovernmental approvals, violate any order, writ, injunction, decree, statute, rule or regulation applicable to ParentBancshares or Tallassee. (c) Except for the filings and approvals set forth in Sections 3.04(c)(i) and (iv) hereof, no consents or approvals of or filings or registrations with any Governmental Entity or with any third party are necessary on the part of Parent, First National Bank of Arizona or First National Bank of Nevada in connection with (y) the execution and delivery of this Agreement by Parent or (z) the completion of the Merger. (d) As of the date hereof, Parent is not aware of any reasons relating to Parent, First National Bank of Arizona or First National Bank of Nevada (including CRA or Bank Secrecy Act compliance) why all consents and approvals shall not be procured from all Governmental Entities having jurisdiction over the Merger as shall be necessary for completion of the Merger, free of any conditions or requirements which would have a Material Adverse Effect on the Company.