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

Validity of Transactions; Absence of Required Consents or Waivers. Except where the same would not have a material adverse effect on NewCo and its affiliates considered as one enterprise, neither the execution and delivery of this Agreement, nor the consummation of the transactions described herein, nor compliance by NewCo 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, NewCo's Certificate of Incorporation, Charter or Bylaws, or any contract, agreement, lease, mortgage, note, bond, indenture, license, or obligation or understanding (oral or written) to which NewCo is bound or by which 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 NewCo's properties or assets; (iii) violate any applicable federal or state statute, law, rule or regulation, or any 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 NewCo; or, (v) interfere with or otherwise adversely affect NewCo's ability to carry on its business as presently conducted. No consents, approvals or waivers are required to be obtained from any person or entity in connection with NewCo'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 NewCo's shareholder and of governmental or regulatory authorities.

Validity of Transactions; Absence of Required Consents or Waivers. Except where Provided the same would not have a material adverse effect on NewCo and its affiliates considered as one enterpriserequired approvals 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 NewCo 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, NewCo's Certificate the Articles of Incorporation, Charter Incorporation or Bylawsbylaws or the equivalent organizational documents of FNB or any subsidiary, or any material contract, agreement, lease, mortgage, note, bond, indenture, license, or obligation or understanding (oral or written) to which NewCo FNB or any subsidiary, is bound or by which 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 NewCo's the properties or assets; assets of FNB or any subsidiary; (iii) violate any applicable federal or state statute, law, rule or regulation, or any order, writ, injunction, injunction or decree of any court, administrative or regulatory agency or governmental body; ; (iv) result in the acceleration of any obligation or indebtedness of NewCoFNB or any subsidiary; or, or (v) interfere with or otherwise adversely affect NewCo's FNB’s ability to carry on its business as presently conducted. No consents, approvals or waivers are required to be obtained from any person governmental or entity regulatory authority in connection with NewCo'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 NewCo's shareholder and of governmental or regulatory authoritiesauthorities described in Section 7.1(d) below and approvals previously obtained.

Validity of Transactions; Absence of Required Consents or Waivers. Except where Provided the same would not have a material adverse effect on NewCo required approvals of United’s shareholders and its affiliates considered as one enterpriseof 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 NewCo 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, NewCo's Certificate the Articles of Incorporation, Charter Incorporation or Bylawsbylaws 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 NewCo United or any subsidiary is bound or by which it, 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 NewCo's the properties or assets; assets of United or any subsidiary; (iii) violate any applicable federal or state statute, law, rule or regulation, or any judgment, order, writ, injunction, injunction or decree of any court, administrative or regulatory agency or governmental body; ; (iv) result in the acceleration of any obligation or indebtedness of NewCoUnited or any subsidiary; or, or (v) interfere with or otherwise adversely affect NewCo's 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 NewCo's 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 NewCo's shareholder United’s shareholders as described in Section 7.1(a) below and of governmental or regulatory authoritiesauthorities as described in Section 7.1(d) below and approvals previously obtained.

Validity of Transactions; Absence of Required Consents or Waivers. Except where the same would not have a material adverse effect on NewCo Uwharrie and its affiliates subsidiaries considered as one enterprise, neither the execution and delivery of this Agreement, nor the consummation of the transactions described herein, nor compliance by NewCo 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, NewCoUwharrie's Certificate Articles of Incorporation, Charter Incorporation or Bylaws, or any contract, agreement, lease, mortgage, note, bond, indenture, license, or obligation or understanding (oral or written) to which NewCo Uwharrie is bound or by which 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 NewCoUwharrie's properties or assets; ; (iii) violate any applicable federal or state statute, law, rule or regulation, or any order, writ, injunction, injunction or decree of any court, administrative or regulatory agency or governmental body; ; (iv) result in the acceleration of any obligation or indebtedness of NewCoUwharrie; or, , (v) interfere with or otherwise adversely affect NewCoUwharrie's ability to carry on its business as presently conducted. No consents, approvals or waivers are required to be obtained from any person or entity in connection with NewCoUwharrie'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 NewCo's shareholder and of governmental or regulatory authoritiesauthorities described in Paragraph 7.01.a. below and of the Boards of Directors of Uwharrie and Anson Heritage as described in Paragraph 7.01.d. below.

Validity of Transactions; Absence of Required Consents or Waivers. Except where Provided the same would not have a material adverse effect on NewCo and its affiliates considered as one enterpriserequired approvals 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 NewCo Bankshares 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, NewCo's Certificate the Articles of Incorporation, Charter Incorporation or Bylawsbylaws or the equivalent organizational documents of Bankshares or the Bank, or any material contract, agreement, lease, mortgage, note, bond, indenture, license, or obligation or understanding (oral or written) to which NewCo Bankshares or the Bank, is bound or by which 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 NewCo's the properties or assets; assets of Bankshares or the Bank; (iii) violate any applicable federal or state statute, law, rule or regulation, or any order, writ, injunction, injunction or decree of any court, administrative or regulatory agency or governmental body; ; (iv) result in the acceleration of any obligation or indebtedness of NewCoBankshares or the Bank; or, or (v) interfere with or otherwise adversely affect NewCo's Bankshares’ or the Bank’s ability to carry on its business as presently conducted. No consents, approvals or waivers are required to be obtained from any person governmental or entity regulatory authority in connection with NewCo's Bankshares’ 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 NewCo's shareholder and of governmental or regulatory authoritiesauthorities described in Section 7.1 below and approvals previously obtained.

Validity of Transactions; Absence of Required Consents or Waivers. Except where Provided the same would not have a material adverse effect on NewCo required approvals of SLCT’s shareholders and its affiliates considered as one enterpriseof governmental and regulatory authorities are obtained, neither the execution and delivery of this Agreement, nor the consummation of the transactions described herein, nor compliance by NewCo SLCT 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, NewCo's Certificate the articles of Incorporation, Charter incorporation or Bylawsbylaws or the equivalent organizational documents of SLCT or Select Bank, or any material contract, agreement, lease, mortgage, note, bond, indenture, license, or obligation or understanding (oral or written) to which NewCo SLCT or Select Bank is a party or bound or by which 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 NewCo's the properties or assets; assets of SLCT or Select Bank; (iii) violate any applicable federal or state statute, law, rule or regulation, or any order, writ, injunction, injunction or decree of any court, administrative or regulatory agency or governmental body; ; (iv) result in the acceleration of any obligation or indebtedness of NewCoSLCT or Select Bank; or, or (v) interfere with or otherwise adversely affect NewCo's the ability of SLCT or Select Bank to carry on its business as presently conducted. No consents, approvals or waivers are required to be obtained from any person governmental or entity regulatory authority in connection with NewCo's SLCT 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 NewCo's shareholder SLCT’s shareholders as described in Section 7.1(a) below and of governmental or regulatory authoritiesauthorities described in Section 7.1(b) below and approvals previously obtained.

Validity of Transactions; Absence of Required Consents or Waivers. Except where the same would not have a material adverse effect on NewCo Horizon Bancorp and its affiliates subsidiaries considered as one enterprise, neither the execution and delivery of this Agreement, nor the consummation of the transactions described herein, nor compliance by NewCo Horizon Bancorp 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, NewCoHorizon Bancorp's Certificate of Incorporation, Charter Incorporation or Bylaws, or any contract, agreement, lease, mortgage, note, bond, indenture, license, or obligation or understanding (oral or written) to which NewCo Horizon Bancorp is bound or by which it, its business, capital stock or any of its respective 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 NewCoHorizon Bancorp's properties or assets; (iii) violate any applicable federal or state statute, law, rule or regulation, or any order, writ, injunction, injunction or decree of any court, administrative or regulatory agency or governmental body; (iv) result in the acceleration of any obligation or indebtedness of NewCoHorizon Bancorp; or, (v) interfere with or otherwise adversely affect NewCoHorizon Bancorp's ability to carry on its business as presently conducted. No consents, approvals or waivers are required to be obtained from any person or entity in connection with NewCoHorizon Bancorp'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 NewCoHorizon Bancorp's shareholder shareholders and of governmental or regulatory authorities.

Validity of Transactions; Absence of Required Consents or Waivers. Except where the same would not have a material adverse effect Material Adverse Effect on NewCo and its affiliates considered as one enterprisethe Holding Company, neither the execution and delivery of this Agreement, nor the consummation of the transactions described herein, nor compliance by NewCo the Holding Company or Triangle 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, NewCothe Holding Company's Certificate or Triangle's Articles of Incorporation, Charter Incorporation or Bylaws, or any contract, agreement, lease, mortgage, note, bond, indenture, license, or obligation or understanding (oral or written) to which NewCo the Holding Company or Triangle is bound or by which 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 NewCothe Holding Company's or Triangle's properties or assets; ; (iii) violate any applicable federal or state statute, law, rule or regulation, or any order, writ, injunction, injunction or decree of any court, administrative or regulatory agency or governmental body; ; (iv) result in the acceleration of any obligation or indebtedness of NewCothe Holding Company or Triangle; or, or (v) interfere with or otherwise adversely affect NewCothe Holding Company's or Triangle's ability to carry on its business as presently conducted. No consents, approvals or waivers are required to be obtained from any person or entity in connection with NewCothe Holding Company's or Triangle'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 the approval of NewCoTriangle's sole shareholder as described in Paragraph 7.01.d. below and of governmental or regulatory authoritiesauthorities described in Paragraph 7.01.a. below.