Common use of Validity of Transactions; Absence of Required Consents or Waivers Clause in Contracts

Validity of Transactions; Absence of Required Consents or Waivers. Provided the required approvals of United’s shareholders and of governmental or regulatory authorities are obtained, neither the execution and delivery of this Agreement, nor the consummation of the transactions described herein, nor compliance by United with any of its obligations or agreements contained herein, will: (i) conflict with or result in a breach of the terms and conditions of, or constitute a default or violation under any provision of, the Articles of Incorporation or bylaws or the equivalent organizational documents of United or any subsidiary, or any material contract, agreement, lease, mortgage, note, bond, indenture, license, or obligation or understanding (oral or written) to which United or any subsidiary is bound or by which it or its business, capital stock or any of its properties or assets may be affected; (ii) result in the creation or imposition of any lien, claim, interest, charge, restriction or encumbrance upon any of the properties or assets of United or any subsidiary; (iii) violate any applicable federal or state statute, law, rule or regulation, or any judgment, order, writ, injunction or decree of any court, administrative or regulatory agency or governmental body; (iv) result in the acceleration of any obligation or indebtedness of United or any subsidiary; or (v) interfere with or otherwise adversely affect the ability of United to carry on its business as presently conducted, or interfere with or otherwise adversely affect the ability of FNB to carry on such business after the Effective Time. No consents, approvals or waivers are required to be obtained from any person or entity in connection with United’s execution and delivery of this Agreement, or the performance of its obligations or agreements or the consummation of the transactions described herein, except for required approvals of United’s shareholders as described in Section 7.1(a) below and of governmental or regulatory authorities as described in Section 7.1(d) below and approvals previously obtained.

Validity of Transactions; Absence of Required Consents or Waivers. Provided the required approvals of UnitedIntegrity’s shareholders and of governmental or regulatory authorities are obtained, neither the execution and delivery of this Agreement, nor the consummation of the transactions described herein, nor compliance by United Integrity with any of its obligations or agreements contained herein, will: (i) conflict with or result in a breach of the terms and conditions of, or constitute a default or violation under any provision of, the Articles of Incorporation or bylaws or the equivalent organizational documents of United Integrity or any subsidiary, or any material contract, agreement, lease, mortgage, note, bond, indenture, license, or obligation or understanding (oral or written) to which United Integrity or any subsidiary is bound or by which it or its business, capital stock or any of its properties or assets may be affected; (ii) result in the creation or imposition of any lien, claim, interest, charge, restriction or encumbrance upon any of the properties or assets of United Integrity or any subsidiary; (iii) violate any applicable federal or state statute, law, rule or regulation, or any judgment, order, writ, injunction or decree of any court, administrative or regulatory agency or governmental body; (iv) result in the acceleration of any obligation or indebtedness of United Integrity or any subsidiary; or (v) interfere with or otherwise adversely affect the ability of United Integrity to carry on its business as presently conducted, or interfere with or otherwise adversely affect the ability of FNB to carry on such business after the Effective Time. No consents, approvals or waivers are required to be obtained from any person or entity in connection with UnitedIntegrity’s execution and delivery of this Agreement, or the performance of its obligations or agreements or the consummation of the transactions described herein, except for required approvals of UnitedIntegrity’s shareholders as described in Section 7.1(a) below and of governmental or regulatory authorities as described in Section 7.1(d) below and approvals previously obtained.

Validity of Transactions; Absence of Required Consents or Waivers. Provided Except where the required approvals of United’s shareholders same would not have a material adverse effect on Anson and of governmental or regulatory authorities are obtainedthe Bank considered as one enterprise, neither the execution and delivery of this Agreement, nor the consummation of the transactions described herein, nor compliance by United Anson with any of its obligations or agreements contained herein, will: (i) conflict with or result in a breach of the terms and conditions of, or constitute a default or violation under any provision of, the Anson's Articles of Incorporation or bylaws or the equivalent organizational documents of United or Bylaws, any subsidiary, or any material contract, agreement, lease, mortgage, note, bond, indenture, license, or obligation or understanding (oral or written) to which United Anson or any subsidiary the Bank is bound or by which it or it, its business, capital stock or any of its properties or assets may be affected; (ii) result in the creation or imposition of any lien, claim, interest, charge, restriction or encumbrance upon any of Anson's or the Bank's properties or assets of United or any subsidiaryassets; (iii) violate any applicable federal or state statute, law, rule or regulation, or any judgment, order, writ, injunction or decree of any court, administrative or regulatory agency or governmental body; (iv) result in the acceleration of any obligation or indebtedness of United Anson or any subsidiarythe Bank; or or, (v) interfere with or otherwise adversely affect Anson's or the Bank's ability of United to carry on its business as presently conducted, or interfere with or otherwise adversely affect the ability of FNB Uwharrie to carry on such business after the Effective Time. No consents, approvals or waivers are required to be obtained from any person or entity in connection with United’s Anson's execution and delivery of this Agreement, or the performance of its obligations or agreements or the consummation of the transactions described herein, except for required approvals of United’s shareholders as described in Section 7.1(a) below and of governmental or regulatory authorities as described in Section 7.1(d) Paragraph 7.01.a. below and approvals previously obtainedof Anson's shareholders as described in Paragraph 7.01.d. below.

Validity of Transactions; Absence of Required Consents or Waivers. Provided the required approvals of United’s shareholders and of governmental or regulatory authorities are obtained, neither the execution and delivery of this Agreement, nor the consummation of the transactions described herein, nor compliance by United FNB with any of its obligations or agreements contained herein, will: (i) conflict with or result in a breach of the terms and conditions of, or constitute a default or violation under any provision of, the Articles of Incorporation or bylaws or the equivalent organizational documents of United FNB or any subsidiary, or any material contract, agreement, lease, mortgage, note, bond, indenture, license, or obligation or understanding (oral or written) to which United FNB or any subsidiary subsidiary, is bound or by which it or it, its business, capital stock or any of its properties or assets may be affected; (ii) result in the creation or imposition of any lien, claim, interest, charge, restriction or encumbrance upon any of the properties or assets of United FNB or any subsidiary; (iii) violate any applicable federal or state statute, law, rule or regulation, or any judgment, order, writ, injunction or decree of any court, administrative or regulatory agency or governmental body; (iv) result in the acceleration of any obligation or indebtedness of United FNB or any subsidiary; or (v) interfere with or otherwise adversely affect the FNB’s ability of United to carry on its business as presently conducted, or interfere with or otherwise adversely affect the ability of FNB to carry on such business after the Effective Time. No consents, approvals or waivers are required to be obtained from any person governmental or entity regulatory authority in connection with UnitedFNB’s execution and delivery of this Agreement, or the performance of its obligations or agreements or the consummation of the transactions described herein, except for required approvals of United’s shareholders as described in Section 7.1(a) below and of governmental or regulatory authorities as described in Section 7.1(d) below and approvals previously obtained.

Validity of Transactions; Absence of Required Consents or Waivers. Provided Except where the required approvals of United’s shareholders same would not have a material adverse effect on Uwharrie and of governmental or regulatory authorities are obtainedits subsidiaries considered as one enterprise, neither the execution and delivery of this Agreement, nor the consummation of the transactions described herein, nor compliance by United Uwharrie with any of its obligations or agreements contained herein, will: (i) conflict with or result in a breach of the terms and conditions of, or constitute a default or violation under any provision of, the Uwharrie's Articles of Incorporation or bylaws or the equivalent organizational documents of United or any subsidiaryBylaws, or any material contract, agreement, lease, mortgage, note, bond, indenture, license, or obligation or understanding (oral or written) to which United or any subsidiary Uwharrie is bound or by which it or it, its business, capital stock or any of its properties or assets may be affected; (ii) result in the creation or imposition of any lien, claim, interest, charge, restriction or encumbrance upon any of the Uwharrie's properties or assets of United or any subsidiaryassets; (iii) violate any applicable federal or state statute, law, rule or regulation, or any judgment, order, writ, injunction or decree of any court, administrative or regulatory agency or governmental body; (iv) result in the acceleration of any obligation or indebtedness of United or any subsidiaryUwharrie; or or, (v) interfere with or otherwise adversely affect the Uwharrie's ability of United to carry on its business as presently conducted, or interfere with or otherwise adversely affect the ability of FNB to carry on such business after the Effective Time. No consents, approvals or waivers are required to be obtained from any person or entity in connection with United’s Uwharrie's execution and delivery of this Agreement, or the performance of its obligations or agreements or the consummation of the transactions described herein, except for required approvals of United’s shareholders as described in Section 7.1(a) below and of governmental or regulatory authorities described in Paragraph 7.01.a. below and of the Boards of Directors of Uwharrie and Anson Heritage as described in Section 7.1(d) below and approvals previously obtainedParagraph 7.01.d. below.

Validity of Transactions; Absence of Required Consents or Waivers. Provided the required approvals of United’s shareholders and of governmental or regulatory authorities and shareholders are obtainedobtained and the filing of Articles of Amendment with the Secretary of State of North Carolina to increase the amount of authorized FNB Stock is completed, neither the execution and delivery of this Agreement, nor the consummation of the transactions described herein, nor compliance by United FNB with any of its obligations or agreements contained herein, will: (i) conflict with or result in a breach of the terms and conditions of, or constitute a default or violation under any provision of, the Articles of Incorporation or bylaws or the equivalent organizational documents of United FNB or any subsidiary, or any material contract, agreement, lease, mortgage, note, bond, indenture, license, or obligation or understanding (oral or written) to which United FNB or any subsidiary subsidiary, is bound or by which it or it, its business, capital stock or any of its properties or assets may be affected; (ii) result in the creation or imposition of any lien, claim, interest, charge, restriction or encumbrance upon any of the properties or assets of United FNB or any subsidiary; (iii) violate any applicable federal or state statute, law, rule or regulation, or any judgment, order, writ, injunction or decree of any court, administrative or regulatory agency or governmental body; (iv) result in the acceleration of any obligation or indebtedness of United FNB or any subsidiary; or (v) interfere with or otherwise adversely affect the FNB’s ability of United to carry on its business as presently conducted, or interfere with or otherwise adversely affect the ability of FNB to carry on such business after the Effective Time. No consents, approvals or waivers are required to be obtained from any person governmental or entity regulatory authority in connection with UnitedFNB’s execution and delivery of this Agreement, or the performance of its obligations or agreements or the consummation of the transactions described herein, except for required approvals of United’s shareholders as described in Section 7.1(a) below and of governmental or regulatory authorities as described in Section 7.1(d) below and approvals previously obtained.

Validity of Transactions; Absence of Required Consents or Waivers. Provided Except where the required approvals of United’s shareholders same would not have a material adverse effect on the Holding Company and of governmental or regulatory authorities are obtainedits subsidiaries considered as one enterprise, neither the execution and delivery of this Agreement, nor the consummation of the transactions described herein, nor compliance by United the Holding Company with any of its obligations or agreements contained herein, will: (iI) conflict with or result in a breach of the terms and conditions of, or constitute a default or violation under any provision of, the Holding Company's Articles of Incorporation or bylaws or the equivalent organizational documents of United or any subsidiaryBylaws, or any material contract, agreement, lease, mortgage, note, bond, indenture, license, or obligation or understanding (oral or written) to which United or any subsidiary the Holding Company is bound or by which it or it, its business, capital stock or any of its properties or assets may be affected; (iiII) result in the creation or imposition of any lien, claim, interest, charge, restriction or encumbrance upon any of the Holding Company's properties or assets of United or any subsidiaryassets; (iiiIII) violate any applicable federal or state statute, law, rule or regulation, or any judgment, order, writ, injunction or decree of any court, administrative or regulatory agency or governmental body; (ivIV) result in the acceleration of any obligation or indebtedness of United or any subsidiarythe Holding Company; or (vV) interfere with or otherwise adversely affect the Holding Company's ability of United to carry on its business as presently conducted, or interfere with or otherwise adversely affect the ability of FNB to carry on such business after the Effective Time. No consents, approvals or waivers are required to be obtained from any person or entity in connection with United’s the Holding Company's execution and delivery of this Agreement, or the performance of its obligations or agreements or the consummation of the transactions described herein, except for the required approvals of United’s the Holding Company's shareholders as described in Section 7.1(a) Paragraph 7.01.c. below and of governmental or regulatory authorities as described in Section 7.1(d) below and approvals previously obtainedParagraph 7.01.a. below.

Validity of Transactions; Absence of Required Consents or Waivers. Provided the required approvals of United’s Rowan's shareholders and of governmental or regulatory authorities are obtained, neither the execution and delivery of this Agreement, nor the consummation of the transactions described herein, nor compliance by United Rowan with any of its obligations or agreements contained herein, will: (i) conflict with or result in a breach of the terms and conditions of, or constitute a default or violation under any provision of, the Articles of Incorporation or bylaws or the equivalent organizational documents of United Rowan or any subsidiaryRowan Bank, or any material contract, agreement, lease, mortgage, note, bond, indenture, license, or obligation or understanding (oral or written) to which United Rowan or any subsidiary Rowan Bank is bound or by which it or its business, capital stock or any of its properties or assets may be affected; (ii) result in the creation or imposition of any lien, claim, interest, charge, restriction or encumbrance upon any of the properties or assets of United Rowan or any subsidiaryRowan Bank; (iii) violate any applicable federal or state statute, law, rule or regulation, or any judgment, order, writ, injunction or decree of any court, administrative or regulatory agency or governmental body; (iv) result in the acceleration of any obligation or indebtedness of United Rowan or any subsidiaryRowan Bank; or (v) interfere with or otherwise adversely affect the ability of United Rowan to carry on its business as presently conducted, or interfere with or otherwise adversely affect the ability of FNB to carry on such business after the Effective Time. No consents, approvals or waivers are required to be obtained from any person or entity in connection with United’s Rowan's execution and delivery of this Agreement, or the performance of its obligations or agreements or the consummation of the transactions described herein, except for required approvals of United’s Rowan's shareholders as described in Section 7.1(a) below and of governmental or regulatory authorities as described in Section 7.1(d) below and approvals previously obtained.

Validity of Transactions; Absence of Required Consents or Waivers. Provided the required approvals of United’s shareholders and of governmental or regulatory authorities are obtained, neither the execution and delivery of this Agreement, nor the consummation of the transactions described herein, nor compliance by United Bancorp or the Bank with any of its obligations or agreements contained herein, will: (i) conflict with or result in a breach of the terms and conditions of, or constitute a default or violation under any provision of, the Articles of Incorporation or bylaws or the equivalent organizational documents of United Bancorp or any subsidiarythe Bank, or any material contract, agreement, lease, mortgage, note, bond, indenture, license, or obligation or understanding (oral or written) to which United Bancorp or any subsidiary the Bank, is bound or by which it or it, its business, capital stock or any of its properties or assets may be affected; (ii) result in the creation or imposition of any lien, claim, interest, charge, restriction or encumbrance upon any of the properties or assets of United Bancorp or any subsidiarythe Bank; (iii) to the best knowledge of management of Bancorp and the Bank, violate any applicable federal or state statute, law, rule or regulation, or any judgment, order, writ, injunction or decree of any court, administrative or regulatory agency or governmental body; (iv) result in the acceleration of any obligation or indebtedness of United Bancorp or any subsidiarythe Bank; or (v) interfere with or otherwise adversely affect Bancorp’s or the Bank’s ability of United to carry on its business as presently conducted, or interfere with or otherwise adversely affect the ability of FNB to carry on such business after the Effective Time. No consents, approvals or waivers are required to be obtained from any person governmental or entity regulatory authority in connection with UnitedBancorp’s or the Bank’s execution and delivery of this Agreement, or the performance of its obligations or agreements or the consummation of the transactions described herein, except for required approvals of United’s shareholders as described in Section 7.1(a) below and of governmental or regulatory authorities as described in Section 7.1(d) 7.1 below and approvals previously obtained.

Validity of Transactions; Absence of Required Consents or Waivers. Provided Except where the required approvals of United’s shareholders and of governmental or regulatory authorities are obtainedsame would not have a Material Adverse Effect on United Federal, neither the execution and delivery of this Agreement, nor the consummation of the transactions described herein, nor compliance by United Federal with any of its obligations or agreements contained herein, will: (i) conflict with or result in a breach of the terms and conditions of, or constitute a default or violation under any provision of, the Articles of Incorporation United Federal's Charter or bylaws or the equivalent organizational documents of United or any subsidiaryBylaws, or any material contract, agreement, lease, mortgage, note, bond, indenture, license, or obligation or understanding (oral or written) to which United or any subsidiary Federal is bound or by which it or it, its business, capital stock or any of its properties or assets may be affected; (ii) result in the creation or imposition of any lien, claim, interest, charge, restriction or encumbrance upon any of the United Federal's properties or assets of United or any subsidiaryassets; (iii) violate any applicable federal or state statute, law, rule or regulation, or any judgment, order, writ, injunction or decree of any court, administrative or regulatory agency or governmental body; (iv) result in the acceleration of any obligation or indebtedness of United or any subsidiaryFederal; or (v) interfere with or otherwise adversely affect the United Federal's ability of United to carry on its business as presently conducted, or interfere with or otherwise adversely affect the ability of FNB to carry on such business after the Effective Time. No consents, approvals or waivers are required to be obtained from any person or entity in connection with United’s United Federal's execution and delivery of this Agreement, or the performance of its obligations or agreements or the consummation of the transactions described herein, except for required approvals of United’s United Federal's shareholders as described in Section 7.1(a) Paragraph 7.01.c. below and of governmental or regulatory authorities as described in Section 7.1(d) Paragraph 7.01.a. below and approvals previously obtainedother consents or approvals, the failure of which to obtain would not have a Material Adverse Effect on United Federal or its ability to consummate the Merger.

Validity of Transactions; Absence of Required Consents or Waivers. Provided Except where the required approvals of United’s shareholders same would not have a material adverse effect on FNB and of governmental or regulatory authorities are obtainedFirst National considered as one enterprise, neither the execution and delivery of this Agreement, nor the consummation of the transactions described herein, nor compliance by United FNB with any of its obligations or agreements contained herein, will: (i) conflict with or result in a breach of the terms and conditions of, or constitute a default or violation under any provision of, the FNB's Articles of Incorporation or bylaws or the equivalent organizational documents of United or any subsidiaryBylaws, or any material contract, agreement, lease, mortgage, note, bond, indenture, license, or obligation or understanding (oral or written) to which United or any subsidiary FNB is bound or by which it or it, its business, capital stock or any of its properties or assets may be affected; (ii) result in the creation or imposition of any lien, claim, interest, charge, restriction or encumbrance upon any of the FNB's properties or assets of United or any subsidiaryassets; (iii) violate any applicable federal or state statute, law, rule or regulation, or any judgment, order, writ, injunction or decree of any court, administrative or regulatory agency or governmental body; (iv) result in the acceleration of any obligation or indebtedness of United or any subsidiaryFNB; or or, (v) interfere with or otherwise adversely affect the FNB's ability of United to carry on its business as presently conducted, or interfere with or otherwise adversely affect the ability of FNB to carry on such business after the Effective Time. No consents, approvals or waivers are required to be obtained from any person or entity in connection with United’s FNB's execution and delivery of this Agreement, or the performance of its obligations or agreements or the consummation of the transactions described herein, except for required approvals of United’s shareholders as described in Section 7.1(a) below and of governmental or regulatory authorities as described in Section 7.1(d7.1(c) below and approvals previously obtainedbelow.

Validity of Transactions; Absence of Required Consents or Waivers. Provided the required approvals of UnitedSelect’s shareholders and of applicable governmental or and regulatory authorities are obtained, neither the execution and delivery of this Agreement, nor the consummation of the transactions described herein, nor compliance by United Select or Select Bank with any of its obligations or agreements contained herein, will: (i) conflict with or result in a breach of the terms and conditions of, or constitute a default or violation under any provision of, the Articles of Incorporation charter or bylaws or the equivalent organizational documents of United Select or any subsidiarySelect Bank, or any material contract, agreement, lease, mortgage, note, bond, indenture, license, license or obligation or understanding (oral or written) to which United Select or any subsidiary Select Bank is a party or bound or by which it or its business, capital stock or any of its properties or assets may be affected; (ii) result in the creation or imposition of any lien, claim, interest, charge, restriction or encumbrance upon any of the material properties or assets of United Select or any subsidiarySelect Bank; (iii) violate any applicable federal or state statute, law, rule or regulation, or any judgment, order, writ, injunction or decree of any court, administrative or regulatory agency or governmental body; (iv) result in the acceleration of any obligation or indebtedness of United Select or any subsidiarySelect Bank; or (v) interfere with or otherwise adversely affect the ability of United Select or Select Bank to carry on its business as presently conducted, or interfere with or otherwise adversely affect the ability of FNB the Surviving Parent or the Surviving Bank, respectively, to carry on such business after the Effective Time. No consents, approvals or waivers are required to be obtained from any person or entity in connection with UnitedSelect’s or Select Bank’s execution and delivery of this Agreement, or the performance of its obligations or agreements or the consummation of the transactions described herein, except for required approvals of UnitedSelect’s shareholders as described in Section 7.1(a) below and of governmental or and regulatory authorities as described in Section 7.1(d7.1(b) below and approvals previously obtained.

Validity of Transactions; Absence of Required Consents or Waivers. Provided the required approvals of United’s shareholders and of governmental or regulatory authorities are obtained, neither Neither the execution and delivery of this Agreement, nor the consummation of the transactions described herein, nor compliance by United Home Savings with any of its obligations or agreements contained herein, will: (i) conflict with or result in a breach of the terms and conditions of, or constitute a default or violation under any provision of, the Articles of Incorporation or bylaws Bylaws of Home Savings or the equivalent organizational documents of United or any subsidiarySubsidiary, or any material contract, agreement, lease, mortgage, note, bond, indenture, license, or obligation or understanding (oral or written) to which United Home Savings or any subsidiary the Subsidiary is bound or by which it or its business, capital stock or any of its properties or assets may be affected; (ii) result in the creation or imposition of any lien, claim, interest, charge, restriction or encumbrance upon any of the properties or assets of United Home Savings or any subsidiarythe Subsidiary; (iii) violate any applicable federal or state statute, law, rule or regulation, or any judgment, order, writ, injunction or decree of any court, administrative or regulatory agency or governmental body; (iv) result in the acceleration of any obligation or indebtedness of United Home Savings or any subsidiarythe Subsidiary; or or, (v) interfere with or otherwise adversely affect the ability of United Home Savings to carry on its business as presently conducted, or interfere with or otherwise adversely affect the ability of either FNB or First National to carry on such business after the Effective Time. No consents, approvals or waivers are required to be obtained from any person or entity in connection with United’s Home Savings' execution and delivery of this Agreement, or the performance of its obligations or agreements or the consummation of the transactions described herein, except for required approvals of United’s Home Savings' shareholders as described in Section 7.1(a) below and of governmental or regulatory authorities as described in Section 7.1(d7.1(c) below and approvals previously obtainedbelow.

Validity of Transactions; Absence of Required Consents or Waivers. Provided the required approvals of UnitedBHS’s shareholders and of governmental or regulatory authorities are obtained, neither the execution and delivery of this Agreement, nor the consummation of the transactions described herein, nor compliance by United BHS with any of its obligations or agreements contained herein, will: (i) conflict with or result in a breach of the terms and conditions of, or constitute a default or violation under any provision of, the Articles of Incorporation or bylaws or the equivalent organizational documents of United or any subsidiaryBHS, or any material contract, agreement, lease, mortgage, note, bond, indenture, license, or obligation or understanding (oral or written) to which United or any subsidiary BHS is bound or by which it or its business, capital stock or any of its properties or assets may be affected; (ii) result in the creation or imposition of any lien, claim, interest, charge, restriction or encumbrance upon any of the properties or assets of United or any subsidiaryBHS; (iii) violate any applicable federal or state statute, law, rule or regulation, or any judgment, order, writ, injunction or decree of any court, administrative or regulatory agency or governmental body; (iv) result in the acceleration of any obligation or indebtedness of United or any subsidiaryBHS; or (v) interfere with or otherwise adversely affect the ability of United BHS to carry on its business as presently conducted, or interfere with or otherwise adversely affect the ability of FNB Bankshares and the Bank to carry on such business after the Effective Time. No consents, approvals or waivers are required to be obtained from any person or entity in connection with UnitedBHS’s execution and delivery of this Agreement, or the performance of its obligations or agreements or the consummation of the transactions described herein, except for required approvals of UnitedBHS’s shareholders as described in Section 7.1(a) below and of governmental or regulatory authorities as described in Section 7.1(d7.1(b) below and approvals previously obtained.

Validity of Transactions; Absence of Required Consents or Waivers. Provided the required approvals of United’s Carolina's shareholders and of governmental or regulatory authorities are obtained, neither the execution and delivery of this Agreement, nor the consummation of the transactions described herein, nor compliance by United Carolina with any of its obligations or agreements contained herein, will: (i) conflict with or result in a breach of the terms and conditions of, or constitute a default or violation under any provision of, the Articles of Incorporation or bylaws or the equivalent organizational documents of United Carolina or any subsidiary, or any material contract, agreement, lease, mortgage, note, bond, indenture, license, or obligation or understanding (oral or written) to which United Carolina or any subsidiary is bound or by which it or its business, capital stock or any of its properties or assets may be affected; (ii) result in the creation or imposition of any lien, claim, interest, charge, restriction or encumbrance upon any of the properties or assets of United Carolina or any subsidiary; (iii) violate any applicable federal or state statute, law, rule or regulation, or any judgment, order, writ, injunction or decree of any court, administrative or regulatory agency or governmental body; (iv) result in the acceleration of any obligation or indebtedness of United Carolina or any subsidiary; or (v) interfere with or otherwise adversely affect the ability of United Carolina to carry on its business as presently conducted, or interfere with or otherwise adversely affect the ability of FNB to carry on such business after the Effective Time. No consents, approvals or waivers are required to be obtained from any person or entity in connection with United’s Carolina's execution and delivery of this Agreement, or the performance of its obligations or agreements or the consummation of the transactions described herein, except for required approvals of United’s Carolina's shareholders as described in Section 7.1(a) below and of governmental or regulatory authorities as described in Section 7.1(d) below and approvals previously obtained.

Validity of Transactions; Absence of Required Consents or Waivers. Provided Except where the required approvals of United’s shareholders same would not have a material adverse effect on BancShares and of governmental or regulatory authorities are obtainedits subsidiaries considered as one enterprise, neither the execution and delivery of this Agreement, nor the consummation of the transactions described herein, nor compliance by United BancShares with any of its obligations or agreements contained herein, will: (iI) conflict with or result in a breach of the terms and conditions of, or constitute a default or violation under any provision of, the Articles BancShares' Certificate of Incorporation or bylaws or the equivalent organizational documents of United or any subsidiaryBylaws, or any material contract, agreement, lease, mortgage, note, bond, indenture, license, or obligation or understanding (oral or written) to which United or any subsidiary BancShares is bound or by which it or it, its business, capital stock or any of its respective properties or assets may be affected; (iiII) result in the creation or imposition of any material lien, claim, interest, charge, restriction or encumbrance upon any of the BancShares' properties or assets of United or any subsidiaryassets; (iiiIII) violate any applicable federal or state statute, law, rule or regulation, or any judgment, order, writ, injunction or decree of any court, administrative or regulatory agency or governmental body, which violation will or may have a material adverse affect on BancShares or its ability to consummate the transactions described herein; or (ivIV) result in the acceleration of any material obligation or indebtedness of United or any subsidiaryBancShares; or or, (vV) interfere with or otherwise adversely affect the BancShares' ability of United to carry on its business as presently conducted, or interfere with or otherwise adversely affect the ability of FNB to carry on such business after the Effective Time. No consents, approvals or waivers are required to be obtained from any person or entity in connection with United’s BancShares' execution and delivery of this Agreement, or the performance of its obligations or agreements or the consummation of the transactions described herein, except for required approvals of United’s shareholders as Regulatory Authorities described in Section 7.1(a) below and of governmental or regulatory authorities as described in Section 7.1(d) below and approvals previously obtainedParagraph 7.01.a below.

Validity of Transactions; Absence of Required Consents or Waivers. Provided the required approvals of UnitedPSB’s shareholders and of governmental or regulatory authorities are obtained, neither the execution and delivery of this Agreement, nor the consummation of the transactions described herein, nor compliance by United PSB with any of its obligations or agreements contained herein, will: (i) conflict with or result in a breach of the terms and conditions of, or constitute a default or violation under any provision of, the Articles of Incorporation or bylaws or the equivalent organizational documents of United or any subsidiaryPSB, or any material contract, agreement, lease, mortgage, note, bond, indenture, license, or obligation or understanding (oral or written) to which United or any subsidiary PSB is bound or by which it or its business, capital stock or any of its properties or assets may be affected; (ii) result in the creation or imposition of any lien, claim, interest, charge, restriction or encumbrance upon any of the properties or assets of United or any subsidiaryPSB; (iii) to the best knowledge of management of PSB, violate any applicable federal or state statute, law, rule or regulation, or any judgment, order, writ, injunction or decree of any court, administrative or regulatory agency or governmental body; (iv) result in the acceleration of any obligation or indebtedness of United or any subsidiaryPSB; or (v) interfere with or otherwise adversely affect the ability of United PSB to carry on its business as presently conducted, or interfere with or otherwise adversely affect the ability of FNB Bancorp and the Bank to carry on such business after the Effective Time. No consents, approvals or waivers are required to be obtained from any person or entity in connection with UnitedPSB’s execution and delivery of this Agreement, or the performance of its obligations or agreements or the consummation of the transactions described herein, except for required approvals of UnitedPSB’s shareholders as described in Section 7.1(a) below and of governmental or regulatory authorities as described in Section 7.1(d7.1(b) below and approvals previously obtained.