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.
(b) Vail Banks has established a loss reserve in its Vail Banks 1997 Financial Statements and as of the date of this Agreement and will establish a loan loss reserve as of the Closing Date which is or will be adequate to cover anticipated losses which might result from such items as the insolvency or default of borrowers or obligors on such loans or obligations, defects in the notes or evidences of obligation (including losses of original notes or instruments), offsets or counterclaims properly chargeable to such reserve, or the availability of legal or equitable defenses which might preclude or limit the ability of Vail Banks or WestStar, as the case may be, to enforce the note or obligation, and the representations set forth in subsection (a) above are qualified in their entirety by the aggregate of such loss reserve.
Notes and Obligations. (a) Except as set forth in the SGFC Disclosure Memorandum or as provided for in the loss reserve described in subsection (b) below, all notes receivable or other obligations owned by SGFC or due to it shown in the 2003 SGFC 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 Holding Company for examination prior to the Closing Date. All such notes and obligations were entered into by SGFC in the ordinary course of its business and in compliance with all applicable laws and regulations.
(b) SGFC has established a loss reserve in the 2003 SGFC Financial Statements and as of the date of this Agreement and will establish a loan loss reserve as of the Closing Date which is adequate to cover anticipated losses which might result from such items as the insolvency or default of borrowers or obligors on such loans or obligations, defects in the notes or evidences of obligation (including losses of original notes or instruments), offsets or counterclaims properly chargeable to such reserve, or the availability of legal or equitable defenses which might preclude or limit the ability of SGFC to enforce the note or obligation, and the representations set forth in subsection (a) above are qualified in their entirety by the aggregate of such loss reserve. Except as described in the SGFC Disclosure Memorandum, at the Closing Date, the ratio of the loss reserve, established on such date in good faith by SGFC, to total loans outstanding at such time shall not exceed the ratio of the loan loss reserve to the total loans outstanding as reflected in the 2003 SGFC Financial Statements, established on or before such date in good faith by SGFC, in accordance with generally accepted accounting principles.
Notes and Obligations. 7 5.7 Absence of Certain Changes or Events.................................7 5.8
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.
(b) First National has established a loss reserve on the First National Financial Statements which is adequate to cover anticipated losses which might result from such items as the insolvency or default of borrowers or obligors on such loans or obligations, defects in the notes or evidences of obligation (including losses of original notes or instruments), offsets or counterclaims properly chargeable to such reserve, or the availability of legal or equitable defenses which might preclude or limit the ability of First National to enforce the note or obligation, and the representations set forth in subparagraph (a) above are qualified in their entirety by the aggregate of such loss reserves. As of the Effective Time, the ratio of the loss reserve, as established on such date in good faith by management of First National, to total loans outstanding at such time, shall not be below 1.4% (except as otherwise agreed to by First National and FBI).
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.
(b) American has established a loss reserve in the 2000 American Financial Statements and as of the date of this Agreement and will establish a loan loss reserve as of the Closing Date which is adequate to cover anticipated losses which might result from such items as the insolvency or default of borrowers or obligors on such loans or obligations, defects in the notes or evidences of obligation (including losses of original notes or instruments), offsets or counterclaims properly chargeable to such reserve, or the availability of legal or equitable defenses which might preclude or limit the ability of American to enforce the note or obligation, and the representations set forth in subsection (a) above are qualified in their entirety by the aggregate of such loss reserve. Except as described in the American Disclosure Memorandum, at the Closing Date, the ratio of the loss reserve, established on such date in good faith by American, to total loans outstanding at such time shall not exceed the ratio of the loan loss reserve to the total loans outstanding as reflected in the 2000 American Financial Statements, established on or before such date in good faith by American, in accordance with generally accepted accounting principles.
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.
(b) United Valley Bank has established a loss reserve in its 1999 Financial Statements and as of the date of this Agreement and will establish a loan loss reserve as of the Closing Date in accordance with formulas and procedures consistent with past practice which is or will be adequate to cover anticipated losses which might result from such items as the insolvency or default of borrowers or obligors on such loans or obligations, defects in the notes or evidences of obligation (including losses of original notes or instruments), offsets or counterclaims properly chargeable to such reserve, or the availability of legal or equitable defenses which might preclude or limit the ability of the Company or United Valley Bank, as the case may be, to enforce the note or obligation, and the representations set forth in subsection (a) above are qualified in their entirety by the aggregate of such loss reserve.
Notes and Obligations. (a) Except as set forth in the Disclosure Memorandum or as provided for in the loss reserve described in subsection (b) below, all notes receivable or other obligations owned by SBI or due to it shown in the SBI 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 SBI in the ordinary course of its business and in compliance with all applicable laws and regulations.
(b) SBI has established a loss reserve in the SBI Financial Statements and as of the date of this Agreement and will establish a loan loss reserve as of the Closing Date which is adequate to cover losses reasonably anticipated to result from such items as the insolvency or default of borrowers or obligors on such loans or obligations, defects in the notes or evidences of obligation (including losses of original notes or instruments), offsets or counterclaims properly chargeable to such reserve, or the availability of legal or equitable defenses which might preclude or limit the ability of SBI to enforce the note or obligation, and the representations set forth in subsection (a) above are qualified in their entirety by the aggregate of such loss reserve.
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.
(b) Citizens has established a loss reserve in the 1996 Citizens Financial Statements and as of the date of this Agreement and will establish a loan loss reserve as of the Closing Date which is adequate within the meaning of GAAP and applicable regulatory requirements or guidelines to cover anticipated losses which might result from such items as the insolvency or default of borrowers or obligors on such loans or obligations, defects in the notes or evidences of obligation (including losses of original notes or instruments), offsets or counterclaims properly chargeable to such reserve, or the availability of legal or equitable defenses which might preclude or limit the ability of Citizens to enforce the note or obligation, and the representations set forth in subsection (a) above are qualified in their entirety by the aggregate of such loss reserve. Except as described in the Citizens Disclosure Memorandum, at the Closing Date, the ratio of the loss reserve, established on such date in good faith by Citizens, to total loans outstanding at such time shall not exceed the ratio of the loan loss reserve to the total loans outstanding as reflected in the 1996 Citizens Financial Statements, established on or before such date in good faith by Citizens, in accordance with GAAP.
Notes and Obligations. Except as set forth in Section 5.11 of the Murdxxx Xxxclosure Memorandum or as provided in the Allowance as described in Section 5.10 of this Agreement, Murdxxx xx not aware of any facts which would cause management of Murdxxx xx believe that any loan or note receivable or any other obligation owned by Murdxxx xx due to it as shown on the balance sheets as of June 30, 1997 included in the Murdxxx Xxxancial Statements or any such loan or note receivable or other obligations on the date hereof and as of the Effective Time has not been and will not be genuine, legal, valid, and collectible obligations of the respective makers thereof and is not and will not be subject to any offset or counterclaim.
Notes and Obligations. (a) Except as set forth in the Disclosure Memorandum or as provided for in the loss reserve described in subsection (b) below, all notes receivable or other obligations owned by GCG or due to it shown in the GCG 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 GCG in the ordinary course of its business and in compliance with all applicable laws and regulations.
(b) GCG has established a loss reserve in the GCG Financial Statements and as of the date of this Agreement and will establish a loss reserve as of the Closing Date which is adequate to cover losses reasonably anticipated to result from such items as the insolvency or default of borrowers or obligors on such loans or obligations, defects in the notes or evidences of obligation (including losses of original notes or instruments), offsets or counterclaims properly chargeable to such reserve, or the availability of legal or equitable defenses which might preclude or limit the ability of GCG to enforce the note or obligation, and the representations set forth in subsection (a) above are qualified in their entirety by the aggregate of such loss reserve. At the Closing Date, the ratio of the loss reserve to total loans outstanding at such time shall not exceed the ratio of the loan loss reserve to the total loans outstanding as reflected in the December 31, 2006 GCG Financial Statements.
