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 the 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 Community 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, Community Bank's Articles of Incorporation or Bylaws, or any material contract, agreement, lease, mortgage, note, bond, indenture, license, or obligation or understanding (oral or written) to which Community Bank is bound or by which it, its business, capital stock, or any 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 Community Bank's properties or assets; (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 Community Bank, its financial condition, results of operations, prospects, businesses, assets, loan portfolio, investments, properties or operations, or on Community Bank's ability to consummate the transactions described herein or to carry on the business of Community Bank as presently conducted; (iv) result in the acceleration of any material obligation or indebtedness of Community Bank; or (v) interfere with or otherwise adversely affect Community Bank'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 Community 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 Community Bank's shareholders and of the Regulatory Authorities.

Validity of Transactions; Absence of Required Consents or Waivers. Subject to approval of this Agreement by the shareholders of Cardinal and MFC in the manner required by law and 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 Community Bank Cardinal with any of its obligations or agreements contained herein, nor any action or inaction by Cardinal 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, Community Bank's the Articles of Incorporation or BylawsBylaws of EXHIBIT 2.1 Cardinal, or any material contract, agreement, lease, mortgage, note, bond, indenture, license, or obligation or understanding (oral or written) to which Community Bank Cardinal or Xxxxx is bound or by which it, either of them or its business, capital stock, stock or any of its 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 Community Bank's the properties or assetsassets of Cardinal or Xxxxx; (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 Cardinal Material Effect, or a material adverse effect on Community Bank, its financial condition, results of operations, prospects, businesses, assets, loan portfolio, investments, properties or operations, or on Community BankCardinal's ability to consummate the transactions described herein herein; or to carry on the business of Community Bank as presently conducted; (iv) result in the acceleration of any material obligation or indebtedness of Community Bank; Cardinal or (v) interfere with or otherwise adversely affect Community Bank's ability to carry on its business as presently conductedXxxxx. No consents, approvals, approvals or waivers are required to be obtained from any person or entity in connection with Community BankCardinal'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 Community BankCardinal's and MFC's shareholders and of the Regulatory AuthoritiesAuthorities (as contemplated by Paragraph 6.02).

Validity of Transactions; Absence of Required Consents or Waivers. Subject to approval of this Agreement by the shareholders of CNB in the manner required by law and 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 Community Bank CNB with any of its obligations or agreements contained herein, nor any action or inaction by CNB 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, Community Bank's the Articles of Incorporation or BylawsBylaws of CNB, or any material contract, agreement, lease, mortgage, note, bond, indenture, license, or obligation or understanding (oral or written) to which CNB or Community Bank is bound or by which it, either of them or its business, capital stock, stock or any of its 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 Community Bank's the properties or assetsassets of CNB or Community; (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 Community BankCNB or Community, its or either of their financial condition, results of operations, prospects, businesses, assets, loan portfolio, investments, properties or operations, or on Community BankCNB's ability to consummate the transactions described herein or to carry on the business of CNB or Community Bank as presently conducted; or (iv) result in the acceleration of any material obligation or indebtedness of Community Bank; CNB or (v) interfere with or otherwise adversely affect Community Bank's ability to carry on its business as presently conductedCommunity. No consents, approvals, approvals or waivers are required to be obtained from any person or entity in connection with Community BankCNB'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 Community BankCNB's and MFC's shareholders and of the Regulatory AuthoritiesAuthorities (as contemplated by Paragraph 6.02).

Validity of Transactions; Absence of Required Consents or Waivers. Subject to the 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 Community Bank Main Street or Piedmont with any of its the obligations or agreements contained herein, nor any action or inaction by Main Street or Piedmont 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, Community Bank's the Articles of Incorporation or BylawsBylaws of either Main Street or Piedmont, or any material contract, agreement, lease, mortgage, note, bond, indenture, license, or obligation or understanding (oral or written) to which Community Bank Main Street or Piedmont is bound or by which it, its they or their 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 Community Bank's the properties or assetsassets of Main Street or Piedmont; (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 Community BankMain Street or Piedmont, its their financial condition, results of operations, prospects, businesses, assets, loan portfolio, investments, properties or operations, or on Community BankMain Street's or Piedmont's ability to consummate the transactions described herein or to carry on the business of Community Bank Main Street or Piedmont as presently conducted; (iv) result in the acceleration of any material obligation or indebtedness of Community BankMain Street or Piedmont; or (v) interfere with or otherwise adversely affect Community BankMain Street's ability or Piedmont's respective abilities to carry on its business their respective businesses as presently conducted. No consents, approvals, approvals or waivers are required to be obtained from any person or entity in connection with Community BankMain Street's or Piedmont'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 Community BankRegulatory Authorities and Main Street's shareholders and of the Regulatory Authoritiesshareholders.