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.
Appears in 2 contracts
Samples: Merger Agreement and Plan (Vail Banks Inc), Merger Agreement and Plan of Reorganization (Vail Banks Inc)
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.
Appears in 2 contracts
Samples: Merger Agreement and Plan (Vail Banks Inc), Merger Agreement and Plan of Reorganization (Vail Banks Inc)
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.
Appears in 1 contract
Samples: Merger Agreement (Vail Banks Inc)