Common use of Validity of Transactions Clause in Contracts

Validity of Transactions. Absence of Required Consents or Waivers. Provided the required approvals of UCB's shareholders and 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 UCB 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 Articles of Incorporation or bylaws or the equivalent organizational documents of UCB or any subsidiary, or any material contract, agreement, lease, mortgage, note, bond, indenture, license, or obligation or understanding (oral or written) to which UCB or any subsidiary, is bound or by which it, its business, capital stock or any of its properties or assets may be affected; (ii) to the best knowledge and belief of management of UCB, result in the creation or imposition of any lien, claim, interest, charge, restriction or encumbrance upon any of the properties or assets of UCB or any subsidiary; (iii) violate any judgment, order, writ, injunction or decree of any court, administrative or regulatory agency or governmental body; (iv) to the best knowledge of management of UCB, result in the acceleration of any material obligation or indebtedness of UCB or any subsidiary; or (v) interfere with or otherwise adversely affect UCB'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 (including any governmental or regulatory authority) in connection with UCB'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 UCB's shareholders as described in Section 7.1(a) below and of governmental or regulatory authorities described in Section 7.1(d) below and approvals previously obtained.

Validity of Transactions. Absence of Required Consents or Waivers. ----------------------------------------------------------------- Provided the required approvals of UCBFNB's shareholders and 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 UCB 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, the Articles of Incorporation or bylaws or the equivalent organizational documents of UCB FNB or any its subsidiary, or any material contract, agreement, lease, mortgage, note, bond, indenture, license, or obligation or understanding (oral or written) to which UCB FNB or any subsidiary, its subsidiary is bound or by which it, its business, capital stock or any of its properties or assets may be affected; (ii) to the best knowledge and belief of management of UCB, result in the creation or imposition of any lien, claim, interest, charge, restriction or encumbrance upon any of the properties or assets of UCB FNB or any its subsidiary; (iii) violate any judgmentapplicable 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) to the best knowledge of management of UCB, result in the acceleration of any material obligation or indebtedness of UCB FNB or any its subsidiary; or (v) interfere with or otherwise adversely affect UCBFNB'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 (including any governmental or regulatory authority) in connection with UCBFNB'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 UCB's shareholders as described in Section 7.1(a) below and of governmental or regulatory authorities described in Section 7.1(d) below and approvals previously obtained.

Validity of Transactions. Absence of Required Consents or Waivers. Provided the required approvals of UCBCentennial's shareholders and 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 UCB Centennial 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 Articles of Incorporation or bylaws or the equivalent organizational documents of UCB or any subsidiaryCentennial, or any material contract, agreement, lease, mortgage, note, bond, indenture, license, or obligation or understanding (oral or written) to which UCB or any subsidiary, Centennial is bound or by which it, it or its business, capital stock or any of its properties or assets may be affected; (ii) to the best knowledge and belief of management of UCB, result in the creation or imposition of any lien, claim, interest, charge, restriction or encumbrance upon any of the properties or assets of UCB or any subsidiaryCentennial; (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; (iv) to the best knowledge of management of UCB, result in the acceleration of any material obligation or indebtedness of UCB or any subsidiaryCentennial; or (v) interfere with or otherwise adversely affect UCB's the ability of Centennial to carry on its business as presently conducted, or interfere with or otherwise adversely affect the ability of Crescent Financial to carry on such business after the Effective Time. No consents, approvals or waivers are required to be obtained from any person or entity (including any governmental or regulatory authority) in connection with UCBCentennial'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 UCBCentennial's shareholders as described in Section 7.1(a) below and of governmental or regulatory authorities as described in Section 7.1(d) below and approvals previously obtained.

Validity of Transactions. Absence of Required Consents or Waivers. ----------------------------------------------------------------- Provided the required approvals of UCBFNB's shareholders and 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 UCB 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, the Articles of Incorporation or bylaws or the equivalent organizational documents of UCB FNB or any subsidiary, or any material contract, agreement, lease, mortgage, note, bond, indenture, license, or obligation or understanding (oral or written) to which UCB 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) to the best knowledge and belief of management of UCB, result in the creation or imposition of any lien, claim, interest, charge, restriction or encumbrance upon any of the properties or assets of UCB FNB or any subsidiary; (iii) violate any judgmentapplicable 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) to the best knowledge of management of UCB, result in the acceleration of any material obligation or indebtedness of UCB FNB or any subsidiary; or (v) interfere with or otherwise adversely affect UCBFNB'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 (including any governmental or regulatory authority) authority in connection with UCBFNB'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 UCB's shareholders as described in Section 7.1(a) below and of governmental or regulatory authorities described in Section 7.1(d) below and approvals previously obtained.