Common use of Notes and Obligations Clause in Contracts

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) i. Except as set forth in Schedule Section 5.6 of the Disclosure Schedule, or as provided in the loss reserve described in subparagraph (b) below, without conducting any independent investigation, First National is not aware to the Knowledge of any facts which would cause management of First National to believe that any Premier no notes receivable or any other obligations owned by First National Premier or any Premier Company or due to itany of them, shown on the First National 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 FBI First Premier for examination prior to the Effective Time. All such notes and obligations were entered into by First National 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 First NationalPremier. (b) First National ii. Premier has established a loss reserve on the First National Premier 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 Premier 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 Schedule Section 5.6 of the Disclosure Schedule, or as provided in the loss reserve described in subparagraph (b) below, without conducting any independent investigation, First National is not aware to the Knowledge of any facts which would cause management of First National to believe that any Premier no notes receivable or any other obligations owned by First National Premier or any Premier Company or due to itany of them, shown on the First National 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 FBI Riva Bancshares for examination prior to the Effective Time. All such notes and obligations were entered into by First National 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 First NationalPremier. (b) First National Premier has established a loss reserve on the First National Premier 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 Premier 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).