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 the Holding Company and its subsidiaries considered as one enterprise, neither the execution and delivery of this Agreement, nor the consummation of the transactions described herein, nor compliance by the Holding Company 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 Holding Company's Articles of Incorporation or Bylaws, or any contract, agreement, lease, mortgage, note, bond, indenture, license, or obligation or understanding (oral or written) to which the Holding Company 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 the Holding Company'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 the Holding Company; or (V) interfere with or otherwise adversely affect the Holding Company'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 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 the Holding Company's shareholders as described in Paragraph 7.01.c. below and of governmental or regulatory authorities described in Paragraph 7.01.a. below.

Validity of Transactions; Absence of Required Consents or Waivers. Except where the same would not have a material adverse effect Material Adverse Effect on the Holding Company and its subsidiaries considered as one enterpriseFirst Xxxxxx, neither the execution and delivery of this Agreement, nor the consummation of the transactions described herein, nor compliance by the Holding Company First Xxxxxx with any of its obligations or agreements contained 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 Holding Company's First Xxxxxx'x Articles of Incorporation or Bylaws, or any contract, agreement, lease, mortgage, note, bond, indenture, license, or obligation or understanding (oral or written) to which the Holding Company First Xxxxxx is bound or by which it, its business, capital stock 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 restriction, or encumbrance upon any of the Holding Company's First Xxxxxx'x properties or assets; (IIIiii) 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; (IViv) result in the acceleration of any obligation or indebtedness of the Holding CompanyFirst Xxxxxx; or (Vv) interfere with or otherwise adversely affect the Holding Company's First Xxxxxx'x ability to carry on its business as presently conducted. No consents, approvals approvals, or waivers are required to be obtained from any person or entity in connection with the Holding Company's First Xxxxxx'x 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 the Holding Company's First Xxxxxx'x shareholders as described in Paragraph 7.01.c. 7.01.D. below and of governmental or regulatory authorities as described in Paragraph 7.01.a. 7.01.A. below, and other consents or approvals, the failure of which to obtain would not have a Material Adverse Effect on First Xxxxxx or its ability to consummate the Exchange.

Validity of Transactions; Absence of Required Consents or Waivers. Except where the same would not have a material adverse effect on the Holding Company and its subsidiaries considered as one enterprise, neither Neither the execution and delivery of this Agreement, nor the consummation of the transactions described herein, nor compliance by the Holding Company First Savings with any of its obligations or agreements contained herein, nor any action or inaction by FSB 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 Holding Company's Articles of Incorporation or BylawsBylaws of First Savings or FSB, or any material contract, agreement, lease, mortgage, note, bond, indenture, license, or obligation or understanding (oral or written) to which the Holding Company First Savings or FSB is bound or by which it, either of them or its business, capital 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 or encumbrance upon any of the Holding Company's properties or assetsassets of First Savings or FSB; (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 affect on the financial condition, results of operations, prospects, businesses, assets, loan portfolio, investments, properties or operations of First Savings or FSB or on their or BancShares' and FCB's ability to consummate the transactions described herein or to carry on the business of First Savings or FSB as presently conducted; or (IV) result in the acceleration of any material obligation or indebtedness of the Holding Company; First Savings or (V) interfere with or otherwise adversely affect the Holding Company's ability to carry on its business as presently conductedFSB. No consents, approvals or waivers are required to be obtained from any person or entity in connection with the Holding Company's First 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 the required approvals of the Holding Company's First Savings' shareholders as described in Paragraph 7.01.c. 7.01.c below and of governmental or regulatory authorities Regulatory Authorities as described in Paragraph 7.01.a. 7.01.a below.

Validity of Transactions; Absence of Required Consents or Waivers. Except where the same would not have a material adverse effect on the Holding Company FNB and its subsidiaries First National considered as one enterprise, neither the execution and delivery of this Agreement, nor the consummation of the transactions described herein, nor compliance by the Holding Company FNB 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 CompanyFNB's Articles of Incorporation or Bylaws, or any contract, agreement, lease, mortgage, note, bond, indenture, license, or obligation or understanding (oral or written) to which the Holding Company FNB is bound or by which 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 CompanyFNB's properties or assets; (IIIiii) 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; (IViv) result in the acceleration of any obligation or indebtedness of the Holding CompanyFNB; or or, (Vv) interfere with or otherwise adversely affect the Holding CompanyFNB'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 the Holding CompanyFNB'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 the Holding Company's shareholders as described in Paragraph 7.01.c. below and of governmental or regulatory authorities described in Paragraph 7.01.a. Section 7.1(c) below.

Validity of Transactions; Absence of Required Consents or Waivers. Except where Provided the same would not have a material adverse effect on the Holding Company required approvals of Select’s shareholders and its subsidiaries considered as one enterpriseof applicable 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 the Holding Company Select or Select Bank 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 charter or bylaws or the equivalent organizational documents of Incorporation Select or BylawsSelect Bank, or any material contract, agreement, lease, mortgage, note, bond, indenture, license, license or obligation or understanding (oral or written) to which the Holding Company Select or Select Bank is a party or bound or by which it, it or 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 material properties or assetsassets of Select or Select Bank; (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 the Holding CompanySelect or Select Bank; or (Vv) interfere with or otherwise adversely affect the Holding Company's ability of Select or Select Bank to carry on its business as presently conducted, or interfere with or otherwise adversely affect the ability of 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 the Holding Company's Select’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 the required approvals of the Holding Company's Select’s shareholders as described in Paragraph 7.01.c. Section 7.1(a) below and of governmental or and regulatory authorities as described in Paragraph 7.01.a. belowSection 7.1(b) below and approvals previously obtained.