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 BNC or the Bank, considered as one enterprise, and subject to approval of this Agreement by the shareholders of BNC 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 BNC or the Bank with any of the obligations or agreements contained herein, nor any action or inaction by BNC or the Bank required 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 of either BNC or the Bank, or any material contract, agreement, lease, mortgage, note, bond, indenture, license, or obligation or understanding (oral or written) to which BNC or the Bank is bound or by which they or their business, capital stock or any of their properties or assets may be affected; (ii) result in the creation or imposition of any material lien, claim, interest, charge, restriction or encumbrance upon any of the properties or assets of BNC or the 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, which violation will or may have a material adverse effect on BNC or the Bank, their financial condition, results of operations, prospects, businesses, assets, loan portfolio, investments, properties or operations, or on BNC’s or the Bank’s ability to consummate the transactions described herein or to carry on the business of BNC or the Bank as presently conducted; (iv) result in the acceleration of any material obligation or indebtedness of BNC or the Bank; or (v) materially interfere with or otherwise materially adversely affect BNC’s or the Bank’s respective abilities to carry on their respective businesses as presently conducted. No consents, approvals or waivers are required to be obtained from any person or entity in connection with BNC’s or the Bank’s execution and delivery of this Agreement, or the performance of their obligations or agreements or the consummation of the transactions described herein, except for required approvals of Regulatory Authorities and BNC’s shareholders.

Validity of Transactions; Absence of Required Consents or Waivers. Except where Subject to the same would not have a material adverse effect on BNC or the Bank, considered as one enterprise, and subject to approval of this Agreement by the shareholders of BNC in the manner required by law Bank of Richmond 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 BNC or the Bank of Richmond with any of the its obligations or agreements contained herein, nor any action or inaction by BNC or the Bank required 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 Bank of Richmond’s Articles of Incorporation or Bylaws of either BNC or the BankBylaws, or any material contract, agreement, lease, mortgage, note, bond, indenture, license, or obligation or understanding (oral or written) to which BNC or the Bank of Richmond is bound or by which they or their it, its business, capital stock stock, or any of their properties or assets may be affected; (ii) result in the creation or imposition of any material lien, claim, interest, charge, restriction restriction, or encumbrance upon any of the Bank of Richmond’s properties or assets of BNC or the Bankassets; (iii) violate any applicable federal or state statute, law, rule rule, or regulation, or any judgment, order, writ, injunction injunction, or decree of any court, administrative or regulatory agency agency, or governmental body, body which violation will or may have a material adverse effect on BNC or the BankBank of Richmond, their its financial condition, results of operations, prospects, businesses, assets, loan portfolio, (other than cyclical variations in loan balances outstanding), investments, properties or operations, or on BNC’s or the BankBank of Richmond’s ability to consummate the transactions described herein or to carry on the business of BNC or the Bank of Richmond as presently conducted; (iv) result in the acceleration of any material obligation or indebtedness of BNC or the BankBank of Richmond; or (v) materially interfere with or otherwise materially adversely affect BNCBank of Richmond’s or the Bank’s respective abilities ability to carry on their respective businesses its business as presently conducted. No consents, approvals approvals, or waivers are required to be obtained from any person or entity in connection with BNC’s or the BankBank of Richmond’s execution and delivery of this Agreement, or the performance of their its obligations or agreements or the consummation of the transactions described herein, except for required approvals of Bank of Richmond shareholders and of the Regulatory Authorities and BNC’s shareholdersAuthorities.

Validity of Transactions; Absence of Required Consents or Waivers. Except where Provided the same would not have a material adverse effect on BNC or the Bank, considered as one enterprise, and subject to approval of this Agreement by the shareholders of BNC in the manner required by law and receipt of required approvals of Regulatory AuthoritiesNCBC’s shareholders and of 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 BNC NCBC or the NCBC Bank with any of the its obligations or agreements contained herein, nor any action or inaction by BNC or the Bank required 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 articles of Incorporation incorporation or Bylaws of either BNC bylaws or the equivalent organizational documents of NCBC or NCBC Bank, or any material contract, agreement, lease, mortgage, note, bond, indenture, license, or obligation or understanding (oral or written) to which BNC NCBC or the NCBC Bank is a party or bound or by which they or their it, its business, capital stock or any of their its properties or assets may be affected; (ii) result in the creation or imposition of any material lien, claim, interest, charge, restriction or encumbrance upon any of the material properties or assets of BNC NCBC or the NCBC 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, which violation will or may have a material adverse effect on BNC or the Bank, their financial condition, results of operations, prospects, businesses, assets, loan portfolio, investments, properties or operations, or on BNC’s or the Bank’s ability to consummate the transactions described herein or to carry on the business of BNC or the Bank as presently conducted; (iv) result in the acceleration of any material obligation or indebtedness of BNC NCBC or the NCBC Bank; or (v) materially interfere with or otherwise materially adversely affect BNC’s the ability of NCBC or the Bank’s respective abilities NCBC Bank to carry on their respective businesses 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 BNC’s NCBC or the NCBC Bank’s execution and delivery of this Agreement, or the performance of their its obligations or agreements or the consummation of the transactions described herein, except for required approvals of Regulatory Authorities NCBC’s shareholders as described in Section 7.1(a) below and BNC’s shareholdersof governmental or regulatory authorities 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 BNC or the Bank, considered as one enterprise, SSB and subject to approval of this Agreement by the shareholders of BNC 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 BNC or the Bank SSB with any of the obligations or agreements contained herein, nor any action or inaction by BNC or the Bank SSB required 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 of either BNC or the BankSSB, or any material contract, agreement, lease, mortgage, note, bond, indenture, license, or obligation or understanding (oral or written) to which BNC or the Bank SSB is bound or by which they it or their its business, capital stock or any of their its properties or assets may be affected; (ii) result in the creation or imposition of any material lien, claim, interest, charge, restriction or encumbrance upon any of the properties or assets of BNC or the BankSSB; (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, which violation will or may have a material adverse effect on BNC or the BankSSB, their its financial condition, results of operations, prospects, businessesbusiness, assets, loan portfolio, investments, properties or operations, or on BNC’s or the BankSSB’s ability to consummate the transactions described herein or to carry on the business of BNC or the Bank SSB as presently conducted; (iv) result in the acceleration of any material obligation or indebtedness of BNC or the BankSSB; or (v) materially interfere with or otherwise materially materially, adversely affect BNCSSB’s or the Bank’s respective abilities to carry on their respective businesses its business as presently conducted. No consents, approvals or waivers are required to be obtained from any person or entity in connection with BNC’s or the BankSSB’s execution and delivery of this Agreement, or the performance of their its obligations or agreements or the consummation of the transactions described herein, except for required approvals of Regulatory Authorities and BNC’s shareholdersshareholders of SSB.

Validity of Transactions; Absence of Required Consents or Waivers. Except where the same would not have a material adverse effect Material Adverse Effect on BNC Catawba or the Bank, considered as one enterprise, and subject to approval of this Agreement by the shareholders of BNC in the manner required by law and receipt of required approvals of Regulatory AuthoritiesBancshares, neither the execution and delivery of this Agreement, nor the consummation of the transactions described herein, nor compliance by BNC Catawba or the Bank Bancshares with any of the its obligations or agreements contained herein, nor any action or inaction by BNC or the Bank required herein, will: (i1) conflict with or result in a breach of the terms and conditions of, or constitute a default or violation under any provision of, the Catawba's or Bancshares' Articles of Incorporation or Bylaws of either BNC or the BankBylaws, or any material contract, agreement, lease, mortgage, note, bond, indenture, license, or obligation or understanding (oral or written) to which BNC Catawba or the Bank Bancshares is bound or by which they or their it, its business, capital stock stock, or any of their properties or assets may be affected; (ii) result in the creation or imposition of any material lien, claim, interest, charge, restriction restriction, or encumbrance upon any of the Catawba's or Bancshares' properties or assets of BNC or the Bankassets; (iii) violate any applicable federal or state statute, law, rule rule, or regulation, or any judgment, order, writ, injunction injunction, or decree of any court, administrative or regulatory agency agency, or governmental body, which violation will or may have a material adverse effect on BNC or the Bank, their financial condition, results of operations, prospects, businesses, assets, loan portfolio, investments, properties or operations, or on BNC’s or the Bank’s ability to consummate the transactions described herein or to carry on the business of BNC or the Bank as presently conducted; (iv) result in the acceleration of any material obligation or indebtedness of BNC Catawba or the BankBancshares; or (v) materially interfere with or otherwise materially adversely affect BNC’s Catawba's or the Bank’s respective abilities Bancshares' ability to carry on their respective businesses its business as presently conducted. No consents, approvals approvals, or waivers are required to be obtained from any person or entity in connection with BNC’s Catawba's or the Bank’s Bancshares' execution and delivery of this Agreement, or the performance of their its obligations or agreements or the consummation of the transactions described herein, except for required approvals of Regulatory Authorities Bancshares' shareholders as described in Paragraph 7.01.D. below and BNC’s shareholdersof governmental or regulatory authorities as described in Paragraph 7.01.A. below, and other consents or approvals, the failure of which to obtain would not have a Material Adverse Effect on Catawba or Banchshares or their respective abilities to consummate the Exchange.