Notes and Obligations. (a) Except as set forth in the American Disclosure Memorandum or as provided for in the loss reserve described in subsection (b) below, all notes receivable or other obligations owned by American or due to it shown in the 2000 American Financial Statements and any such notes receivable and obligations on the date hereof and on the Closing Date are and will be genuine, legal, valid and collectible obligations of the respective makers thereof and are not and will not be subject to any offset or counterclaim. Except as set forth in subsection (b) below, all such notes and obligations are evidenced by written agreements, true and correct copies of which will be made available to FNB for examination prior to the Closing Date. All such notes and obligations were entered into by American in the ordinary course of its business and in compliance with all applicable laws and regulations.
Notes and Obligations. (a) Except as set forth --------------------- in Section 6.2.9(a) of the Vail Banks Disclosure Memorandum or as provided for in the loss reserve described in subsection (b) below, all notes receivable or other obligations owned by Vail Banks or WestStar or due to any one of them shown in the Vail Banks 1997 Financial Statements and any such notes receivable and obligations on the date hereof and on the Closing Date are, and will be, genuine, legal, valid and collectible obligations of the respective makers thereof and are not and will not be subject to any offset or counterclaim. Except as set forth in Section 6.2.9(a) of the Vail Banks Disclosure Memorandum or in subsection (b) below, all such notes and obligations are evidenced by written agreements, true and correct copies of which will be made available to the Company for examination prior to the Closing Date. All such notes and obligations were entered into by either Vail Banks or WestStar, as the case may be, in the ordinary course of business and in compliance with all applicable laws and regulations.
Notes and Obligations. 7 5.7 Absence of Certain Changes or Events.................................7 5.8
Notes and Obligations. (a) Except as set forth in the Citizens Disclosure Memorandum or as provided for in the loss reserve described in subsection (b) below, all notes receivable or other obligations owned by Citizens or due to it shown in the 1996 Citizens Financial Statements and any such notes receivable and obligations on the date hereof and on the Closing Date are and will be genuine, legal, valid and collectible obligations of the respective makers thereof and are not and will not be subject to any offset or counterclaim. Except as set forth in subsection (b) below, all such notes and obligations are evidenced by written agreements, true and correct copies of which will be made available to Premier for examination prior to the Closing Date. All such notes and obligations were entered into by Citizens in the ordinary course of its business and in compliance with all applicable laws and regulations.
Notes and Obligations. (a) Except as set forth in the Liberty Disclosure Memorandum or as provided for in the loss reserve described in subsection (b) below, all notes receivable or other obligations owned by Liberty or due to it shown in the Liberty Financial Statements and any such notes receivable and obligations on the date hereof and on the Closing Date are and will be genuine, legal, valid and collectible obligations of the respective makers thereof and are not and will not be subject to any offset or counterclaim. Except as set forth in subsection (b) below, all such notes and obligations are evidenced by written agreements, true and correct copies of which will be made available to United for examination prior to the Closing Date. All such notes and obligations were entered into by Liberty in the ordinary course of its business and in compliance with all applicable laws and regulations.
Notes and Obligations. (a) Except as set forth in Schedule 5.6 or as provided in the loss reserve described in subparagraph (b) below, without conducting any independent investigation, First National is not aware of any facts which would cause management of First National to believe that any notes receivable or any other obligations owned by First National or due to it, shown on the First National Financial Statements or any such notes receivable and obligations on the date hereof and as of the Effective Time have not been and will not be genuine, legal, valid and collectible obligations of the respective makers thereof and are not and will not be subject to any offset or counterclaim. Except as set forth in subparagraph (b) below, all such notes and obligations are evidenced by written agreements, true and correct copies of which will be made available to FBI for examination prior to the Effective Time. All such notes and obligations were entered into by First National in the ordinary course of its business and in compliance with all applicable laws and regulations, except as to any non-compliance which has not and will not have a Material Adverse Effect on First National.
Notes and Obligations. (a) Except as set forth in Section 5.2.9(a) of the Company Disclosure Memorandum or as provided for in the loss reserve described in subsection (b) below, all notes receivable or other obligations owned by the Company or United Valley Bank or due to any one of them shown in the 1999 Financial Statements and any such notes receivable and obligations on the date hereof and on the Closing Date are, and will be, genuine, legal, valid and collectible obligations of the respective makers thereof and are not and will not be subject to any offset or counterclaim. Except as set forth in Section 5.2.9(a) of the Company Disclosure Memorandum or in subsection (b) below, all such notes and obligations are evidenced by written agreements, true and correct copies of which will be made available to Vail Banks for examination prior to the Closing Date. All such notes and obligations were entered into by either the Company or United Valley Bank, as the case may be, in the ordinary course of business and in compliance with all applicable laws and regulations.
Notes and Obligations i. Except as set forth in Section 5.6 of the Disclosure Schedule, or as provided in the loss reserve described in subparagraph (b) below, without conducting any independent investigation, to the Knowledge of Premier no notes receivable or any other obligations owned by Premier or any Premier Company or due to any of them, shown on the Premier Financial Statements or any such notes receivable and obligations on the date hereof and as of the Effective Time have not been and will not be genuine, legal, valid and collectible obligations of the respective makers thereof and are not and will not be subject to any offset or counterclaim. Except as set forth in subparagraph (b) below, all such notes and obligations are evidenced by written agreements, true and correct copies of which will be made available to First Premier for examination prior to the Effective Time. All such notes and obligations were entered into by either Premier or a Premier Company in the ordinary course of its business and in compliance with all applicable laws and regulations, except as to any non-compliance which has not and will not have a Material Adverse Effect on Premier.
Notes and Obligations. Except as set forth in the --------------------- Adairsville Disclosure Memorandum or as provided for in the loss reserve, all notes receivable or other obligations owned by Adairsville or due to it shown in the 1998 Adairsville Financial Statements and any such notes receivable and obligations on the date hereof and on the Closing Date are and will be genuine, legal, valid, and to Adairsville's knowledge, collectible obligations of the respective makers thereof and are not and will not be subject to any offset or counterclaim. All such notes and obligations are evidenced by written agreements, true and correct copies of which will be made available to United for examination prior to the Closing Date. All such notes and obligations were entered into by Adairsville in the ordinary course of its business and, to Adairsville's knowledge, in compliance with all applicable laws and regulations.
Notes and Obligations. (a) Except as set forth in the Clayton Disclosure Mxxxxxxxum or as provided for in the loss reserve described in subsection (b) below, all notes receivable or other obligations owned by Clayton or due to it xxxxx in the 1996 Clayton Financial Stxxxxxxxs and any such notes receivable and obligations on the date hereof and on the Closing Date are and will be genuine, legal, valid and collectible obligations of the respective makers thereof and are not and will not be subject to any offset or counterclaim. Except as set forth in subsection (b) below, all such notes and obligations are evidenced by written agreements, true and correct copies of which will be made available to United for examination prior to the Closing Date. All such notes and obligations were entered into by Clayton in the ordinxxx xxxrse of its business and in compliance with all applicable laws and regulations.
