Common use of Notes and Obligations Clause in Contracts

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 --------------------- in Section 6.2.9(a4.2.9(a) of the Vail Banks Company Disclosure Memorandum or as provided for in the loss reserve described in subsection (b) below, all notes receivable or other obligations owned by Vail the Company or either of the Banks or WestStar or due to any one of them shown in the Vail Banks Company 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(a4.2.9(a) of the Vail Banks 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 the Company Vail Banks for examination prior to the Closing Date. All such notes and obligations were entered into by either Vail Banks the Company or WestStareither of the Banks, as the case may be, in the ordinary course of business and in compliance with all applicable laws and regulations. (b) Vail Banks The Company has established a loss reserve in its Vail Banks Company 1997 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 Vail Banks the Company or WestStarthe Banks, 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 Section 6.2.9(a--------------------- 4.2.9(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 the Company or WestStar Glenwood or due to any one either 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(a4.2.9(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 Vail Banks for examination prior to the Closing Date. All such notes and obligations were entered into by either Vail Banks the Company or WestStarGlenwood, as the case may be, in the ordinary course of business and in compliance with all applicable laws and regulations. (b) Vail Banks The Company has established a loss reserve in its Vail Banks 1997 Financial Statements and as of the date of this Agreement and will establish a continue to maintain appropriate loan loss reserve as of the Closing Date reserves 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 the Company or WestStarGlenwood, 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 Section 6.2.9(a) of the Vail Banks Holding Company 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 Holding Company or due to any one of them it shown in the Vail Banks 1997 2003 Holding Company Financial Statements and any such notes receivable and obligations on the date hereof and on the Closing Date are, are and will be, 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 SGFC 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, Holding Company in the ordinary course of its business and in compliance with all applicable laws and regulations. (b) Vail Banks Holding Company has established a loss reserve in its Vail Banks 1997 the 2003 Holding Company 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, Holding Company 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 Holding Company Disclosure Memorandum, at the Closing Date, the ratio of the loss reserve, established on such date in good faith by Holding Company, 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 Holding Company Financial Statements, established on or before such date in good faith by Holding Company, in accordance with generally accepted accounting principles.

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 the Company or WestStar Western or due to any one either of them shown in the Vail Banks 1997 1996 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(aExhibit 4.1.9(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 Vail Banks for examination prior to the Closing Date. All such notes and obligations were entered into by either Vail Banks the Company or WestStarWestern, as the case may be, in the ordinary course of business and in substantial compliance with all applicable laws and regulations. (b) Vail Banks The Company has established a loss reserve in its Vail Banks 1997 1996 Financial Statements and as of the date of this Agreement and will establish a continue to maintain appropriate loan loss reserve as of the Closing Date reserves 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 the Company or WestStarWestern, 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.