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.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Premier Bancshares Inc /Ga)
Notes and Obligations. (a) Except as set forth in the Citizens 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 Citizens Holding Company or due to it shown in the 1996 Citizens 2003 Holding Company 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 SGFC for examination prior to the Closing Date. All such notes and obligations were entered into by Citizens Holding Company in the ordinary course of its business and in compliance with all applicable laws and regulations.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Southwest Georgia Financial Corp)
Notes and Obligations. (a) Except as set forth in the Citizens First Central Disclosure Memorandum or as provided for in the loss reserve described in subsection (b) below, all notes receivable or other obligations owned by Citizens First Central or due to it shown in the 1996 Citizens 2002 First Central 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 United for examination prior to the Closing Date. All such notes and obligations were entered into by Citizens First Central in the ordinary course of its business and in compliance with all applicable laws and regulationsregulations and no tax return is currently the subject to an audit.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (United Community Banks Inc)
Notes and Obligations. (a) Except as set forth in the Citizens ---------------------- Independent Disclosure Memorandum or as provided for in the loss reserve described in subsection (b) below, all notes receivable or other obligations owned by Citizens Independent or due to it shown in the 1996 Citizens 1999 Independent 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 United for examination prior to the Closing Date. All such notes and obligations were entered into by Citizens Independent in the ordinary course of its business and in compliance with all applicable laws and regulations.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (United Community Banks Inc)