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

Validity of Transactions; Absence of Required Consents or Waivers. Subject to receipt of required approvals of Regulatory Authorities, neither the execution and delivery of this Agreement, nor the consummation of the transactions described herein, nor compliance by FCB with any of its obligations or agreements contained herein, will conflict with or result in a breach of the terms and conditions of, or constitute a default or violation under any provision of, FCB's Articles of Incorporation or Bylaws, or, except where the same could not reasonably be expected to cause FCB to be unable to consummate the Merger, (a) conflict with or result in a breach of the terms and conditions of, or constitute a default or violation under any material contract, agreement, lease, mortgage, note, bond, indenture, license, or obligation or understanding (oral or written) to which FCB is bound or by which it, or its businesses, capital stock, properties or assets may be affected, (b) result in the creation or imposition of any material lien, claim, interest, charge, restriction or encumbrance upon any of FCB's properties or assets, (c) 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, or (d) result in the acceleration of any material obligation or indebtedness of FCB. No consents, approvals or waivers are required to be obtained from any person or entity in connection with FCB'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 Regulatory Authorities described in Paragraph 7.01.

Validity of Transactions; Absence of Required Consents or Waivers. Subject to receipt of required approvals of Regulatory Authorities, neither the execution and delivery of this Agreement, nor the consummation of the transactions described herein, nor compliance by FCB with any of its obligations or agreements contained herein, will conflict with or result in a breach of the terms and conditions of, or constitute a default or violation under any provision of, FCB's ’s Articles of Incorporation or Bylaws, or, except where the same could not reasonably be expected to cause FCB to be unable to consummate the Merger, (a) conflict with or result in a breach of the terms and conditions of, or constitute a default or violation under any material contract, agreement, lease, mortgage, note, bond, indenture, license, or obligation or understanding (oral or written) to which FCB is bound or by which it, or its businesses, capital stock, properties or assets may be affected, (b) result in the creation or imposition of any material lien, claim, interest, charge, restriction or encumbrance upon any of FCB's ’s properties or assets, (c) 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, or (d) result in the acceleration of any material obligation or indebtedness of FCB. No consents, approvals or waivers are required to be obtained from any person or entity in connection with FCB's ’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 Regulatory Authorities described in Paragraph 7.01.

Validity of Transactions; Absence of Required Consents or Waivers. Subject to approval of this Agreement by the shareholders of SFC in the manner required by law and receipt of required approvals of Regulatory Authorities, neither the execution and delivery of this Agreement, nor the consummation of the transactions described herein, nor compliance by FCB SFC or SNB with any of its their respective obligations or agreements contained herein, nor any action or inaction by SFC or SNB required herein, will conflict with or result in a breach of the terms and conditions of, or constitute a default or violation under any provision of, FCB's the Articles of Incorporation or BylawsAssociation, as applicable, or Bylaws of SFC or SNB or, except where the same could not not, individually or in the aggregate, reasonably be expected to cause FCB to be unable to consummate the Mergerhave an SFC Material Adverse Effect, (a) conflict with or result in a breach of the terms and conditions of, or constitute a default or violation under any material provision of, any contract, agreement, lease, mortgage, note, bond, indenture, license, or obligation or understanding (oral or written) to which FCB either of them is bound or by to which it, either of them or its their respective businesses, capital stock, stock or properties or assets may be affected, is subject; (b) result in the creation or imposition of any material lien, claim, interest, charge, restriction or encumbrance upon any of FCB's the properties or assets, assets of any of the SFC Companies; (c) 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, ; or (d) result in the acceleration of any material obligation or indebtedness of FCBany of the SFC Companies. 9 No further consents, approvals or waivers are required to be obtained from any person or entity in connection with FCB's SFC’s or SNB’s execution and delivery of this Agreement, or the performance of its their obligations or agreements or the consummation of the transactions described herein, except for required approvals of SFC’s shareholders and of Regulatory Authorities described in Paragraph 7.01Authorities. 3.08.

Validity of Transactions; Absence of Required Consents or Waivers. Subject to receipt of required approvals of Regulatory Authorities, neither the execution and delivery of this Agreement, nor the consummation of the transactions described herein, nor compliance by FCB and Bancorp with any of its their respective obligations or agreements contained herein, will conflict with or result in a breach of the terms and conditions of, or constitute a default or violation under any provision of, FCB's ’s or Bancorp’s Articles of Incorporation or Bylaws, or, except where the same could not not, individually or in the aggregate, reasonably be expected to cause have an FCB to be unable to consummate the MergerMaterial Adverse Effect, (a) conflict with or result in a breach of the terms and conditions of, or constitute a default or violation under any material provision of, any contract, agreement, lease, mortgage, note, bond, indenture, license, or obligation or understanding (oral or written) to which FCB or Bancorp is bound or by which iteither of them, or its their respective businesses, capital stock, stock or any of their respective properties or assets may be affected, ; (b) result in the creation or imposition of any material lien, claim, interest, charge, restriction or encumbrance upon any of FCB's ’s or Bancorp’s properties or assets, ; (c) 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, ; or (d) result in the acceleration of any material obligation or indebtedness of FCBFCB or Bancorp. No further consents, approvals or waivers are required to be obtained from any person or entity in connection with FCB's ’s or Bancorp’s execution and delivery of this Agreement, or the performance of its their respective obligations or agreements or the consummation of the transactions described herein, except for required approvals of Regulatory Authorities as described in Paragraph 7.01.

Validity of Transactions; Absence of Required Consents or Waivers. Subject to receipt of required approvals of Regulatory Authorities, neither the execution and delivery of this Agreement, nor the consummation of the transactions described herein, nor compliance by FCB and Merger Sub with any of its their respective obligations or agreements contained herein, will conflict with or result in a breach of the terms and conditions of, or constitute a default or violation under any provision of, FCB's or Merger Sub's respective Articles of Incorporation or Bylaws, or, except where the same could not reasonably be expected to cause FCB or Merger Sub to be unable to consummate the Merger, (a) conflict with or result in a breach of the terms and conditions of, or constitute a default or violation under any material contract, agreement, lease, mortgage, note, bond, indenture, license, license or obligation or understanding (oral or written) to which FCB either of them is bound or by which iteither of them, or its businesses, capital stock, properties or assets may be affected, (b) result in the creation or imposition of any material lien, claim, interest, charge, restriction or encumbrance upon any of FCB's or Merger Sub's properties or assets, (c) 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, or (d) result in the acceleration of any material obligation or indebtedness of FCBFCB or Merger Sub. No consents, approvals or waivers are required to be obtained from any person or entity Person in connection with FCB's and Merger Sub's execution and delivery of this Agreement, or the performance of its their respective obligations or agreements or the consummation of the transactions described herein, except for required approvals of Regulatory Authorities described in Paragraph 7.01Authorities.

Validity of Transactions; Absence of Required Consents or Waivers. Subject to approval of this Agreement by the shareholders of SFC in the manner required by law and receipt of required approvals of Regulatory Authorities, neither the execution and delivery of this Agreement, nor the consummation of the transactions described herein, nor compliance by FCB SFC or SNB with any of its their respective obligations or agreements contained herein, nor any action or inaction by SFC or SNB required herein, will conflict with or result in a breach of the terms and conditions of, or constitute a default or violation under any provision of, FCB's the Articles of Incorporation or BylawsAssociation, as applicable, or Bylaws of SFC or SNB or, except where the same could not not, individually or in the aggregate, reasonably be expected to cause FCB to be unable to consummate the Mergerhave an SFC Material Adverse Effect, (a) conflict with or result in a breach of the terms and conditions of, or constitute a default or violation under any material provision of, any contract, agreement, lease, mortgage, note, bond, indenture, license, or obligation or understanding (oral or written) to which FCB either of them is bound or by to which it, either of them or its their respective businesses, capital stock, stock or properties or assets may be affected, is subject; (b) result in the creation or imposition of any material lien, claim, interest, charge, restriction or encumbrance upon any of FCB's the properties or assets, assets of any of the SFC Companies; (c) 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, ; or (d) result in the acceleration of any material obligation or indebtedness of FCBany of the SFC Companies. No further consents, approvals or waivers are required to be obtained from any person or entity in connection with FCB's SFC’s or SNB’s execution and delivery of this Agreement, or the performance of its their obligations or agreements or the consummation of the transactions described herein, except for required approvals of SFC’s shareholders and of Regulatory Authorities described in Paragraph 7.01Authorities.

Validity of Transactions; Absence of Required Consents or Waivers. Subject to receipt of required approvals of Regulatory AuthoritiesAuthorities (as contemplated by Paragraph 6.02), neither the execution and delivery of this Agreement, nor the consummation of the transactions described herein, nor compliance by FCB BOC and BOCC with any of its their obligations or agreements contained herein, will will: (a) conflict with or result in a breach of the terms and conditions of, or constitute a default or violation under any provision of, FCB's BOC’s or BOCC’s Articles of Incorporation or Bylaws, or, except where the same could would not reasonably be expected to cause FCB to be unable to consummate the Mergerhave a BOC Material Effect, (a) conflict with or result in a breach of the terms and conditions of, or constitute a default or violation under any material contract, agreement, lease, mortgage, note, bond, indenture, license, or obligation or understanding (oral or written) to which FCB BOCC or BOC is bound or by which iteither of them, or its their respective businesses, capital stock, stock or any of their respective properties or assets may be affected, ; (b) result in the creation or imposition of any material lien, claim, interest, charge, restriction or encumbrance upon any of FCB's BOCC’s or BOC’s properties or assets, except where the same would not have a BOC Material Effect; (c) 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, which violation will or may have a BOC Material Effect or a material adverse effect on BOC’s or BOCC’s abilities to consummate the transactions described herein; or (d) result in the acceleration of any material obligation or indebtedness of FCBBOCC or BOC. No consents, approvals or waivers are required to be obtained from any person or entity in connection with FCB's BOC’s and BOCC’s execution and delivery of this Agreement, or the performance of its their obligations or agreements or the consummation of the transactions described herein, except for required approvals of Regulatory Authorities described in Paragraph 7.016.02 and the approval of BOCC’s shareholders described in Paragraph 5.01.

Validity of Transactions; Absence of Required Consents or Waivers. Subject only to approval of this Agreement by CBI's shareholders in the manner required by law and receipt of required approvals of Regulatory Authorities, neither the execution and delivery of this Agreement, nor the consummation of the transactions described herein, nor compliance by FCB CBI or CRB with any of its or their obligations or agreements contained herein, will nor any action or inaction by CBI or CRB required herein, will: (a) conflict with or result in a breach of the terms and conditions of, or constitute a default or violation under any provision of, FCBCBI's Articles of Incorporation or CRB's Articles of Association, or their respective Bylaws, or, except where the same could not reasonably be expected to cause FCB to be unable to consummate the Merger, (a) conflict with or result in a breach of the terms and conditions of, or constitute a default or violation under any material contract, agreement, lease, mortgage, note, bond, indenture, license, or obligation or understanding (oral or written) to which FCB either of them is bound or by which it, or its businessesthe business, capital stock, properties or assets may be affected, of either of them is subject; (b) result in the creation or imposition of any material lien, claim, interest, charge, restriction or encumbrance upon any of FCB's the properties or assets, assets of CBI or CRB; (c) violate any applicable federal or state statute, law, rule rule, or regulation, or any judgment, order, writ, injunction or decree of any court, administrative or regulatory agency or governmental body, ; or (d) result in the acceleration of any material obligation or indebtedness of FCBCBI or CRB. No consents, approvals or waivers are required to be obtained from any person or entity in connection with FCBCBI or CRB's execution and delivery of this Agreement, or the performance of its their obligations or agreements agreements, or the consummation of the transactions transactions, described herein, except for required approvals of CBI's shareholders and Regulatory Authorities described in Paragraph 7.01Authorities.

Validity of Transactions; Absence of Required Consents or Waivers. Subject to receipt of required approvals of Regulatory Authorities, and except where the same would not have a FCB Material Adverse Effect, neither the execution and delivery of this Agreement, nor the consummation of the transactions described herein, nor compliance by FCB with any of its obligations or agreements contained herein, will 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, FCB's ’s Articles of Incorporation or Bylaws, or, except where the same could not reasonably be expected to cause FCB to be unable to consummate the Merger, (a) conflict with or result in a breach of the terms and conditions of, or constitute a default or violation under any material contract, agreement, lease, mortgage, note, bond, indenture, license, or obligation or understanding (oral or written) to which FCB or Bancorp is bound or by which iteither of them, or its their respective businesses, capital stock, stock or any of their respective properties or assets may be affected, ; (bii) result in the creation or imposition of any material lien, claim, interest, charge, restriction or encumbrance upon any of FCB's ’s or Bancorp’s properties or assets, ; (ciii) 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, which violation reasonably could be expected to have an FCB Material Adverse Effect; or (div) result in the acceleration of any material obligation or indebtedness of FCBFCB or Bancorp. No further consents, approvals or waivers are required to be obtained from any person or entity in connection with FCB's ’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 Regulatory Authorities as described in Paragraph 7.016.01.