Common use of Permits; Compliance with Law Clause in Contracts

Permits; Compliance with Law. (a) The Company ---------------------------- and the Banks have all permits, licenses, approvals, authorizations and registrations under all federal, state, local and foreign laws required for them to carry on their respective businesses as presently conducted, and all of such permits, licenses, approvals, authorizations and registrations are in full force and effect, and no suspension or cancellation of any of them is pending or, to the knowledge of Management, threatened. (b) The Company and the Banks have complied with all laws, regulations, and orders applicable to them or their businesses. Section 4.3.2(b) of the Company Disclosure Memorandum contains a list of any known violations of such laws, regulations, ordinances or rules by any present officer, director, or employee of the Company or either of the Banks which occurred since December 31, 1992, and which resulted in any order, proceeding, judgment or decree which would be required to be disclosed pursuant to Item 401(d) of Regulation S-K promulgated by the Securities and Exchange Commission if the Company or either of the Banks had been subject to the reporting requirements under the Securities Act or the Exchange Act. No past violation of any such law, regulation, ordinance or rule has occurred which could impair the right or ability of the Company or the Banks to conduct their businesses. (c) Except as set forth in Section 4.3.2(c) of the Company Disclosure Memorandum, no notice or warning from any governmental authority with respect to any failure or alleged failure of the Company or either of the Banks to comply in any respect with any law, regulation or order has been received, nor is any such notice or warning proposed or, to the knowledge of Management, threatened.

Permits; Compliance with Law. (ai) The Company ---------------------------- and the Banks have HPBC has all permits, licenses, approvals, authorizations and registrations under all federal, state, local and foreign laws required for them HPBC to carry on their respective businesses its business as presently conductedconducted (the “Permits”), except where the failure to obtain such Permits would reasonably be expected to have a Material Adverse Effect. To HPBC’s knowledge, HPBC is in compliance with the terms and all conditions of each such permits, licenses, approvals, authorizations Permit and registrations are has received no written notice that it is in full force and effect, and no suspension or cancellation violation of any of them is pending or, to the knowledge terms or conditions of Management, threatenedsuch Permits. (bii) The Company and the Banks have HPBC has complied with all laws, regulations, ordinances, rules, and orders applicable to them it or their businessesits business, except for any non-compliance which could not reasonably be expected to have a Material Adverse Effect. Section 4.3.2(b3.3(a)(ii) of the Company Disclosure Memorandum contains a list of any known violations of such laws, regulations, ordinances ordinances, rules or rules orders by any present officer, director, or employee of the Company or either of the Banks which occurred since December 31, 1992HPBC, and which resulted in any order, proceeding, judgment or decree which would be required to be disclosed pursuant to Item 401(d401(f) of Regulation S-K promulgated by the Securities and Exchange Commission if the Company or either of the Banks had been subject to the reporting requirements under the Securities Act or the Exchange ActSEC. No past violation of any such law, regulation, ordinance ordinance, rule or rule order has occurred which could impair the right or ability of the Company or the Banks HPBC to conduct their businessesits business. (ciii) Except as set forth in Section 4.3.2(c3.3(a)(iii) of the Company Disclosure Memorandum, no notice notice, inquiry or warning from any governmental authority with respect to any failure or alleged or possible failure of the Company or either of the Banks HPBC to comply in any respect with any law, regulation regulation, ordinance, rule or order has been received, nor nor, to the knowledge of HPBC, is any such notice or warning proposed or, to the knowledge of Management, or threatened.

Permits; Compliance with Law. (a) The Company Vail Banks and ---------------------------- and the Banks WestStar have all permits, licenses, approvals, authorizations and registrations under all federal, state, local and foreign laws required for them to carry on their respective businesses as presently conducted, and all of such permits, licenses, approvals, authorizations and registrations are in full force and effect, and no suspension or cancellation of any of them is pending or, to the knowledge of Management, threatened. (b) The Company Vail Banks and the Banks WestStar have complied with all laws, regulations, and orders applicable to them or their businesses. Section 4.3.2(b6.3.2(b) of the Company Vail Banks Disclosure Memorandum contains a list of any known violations of such laws, regulations, ordinances or rules by any present officer, director, or employee of the Company Vail Banks or either of the Banks WestStar which occurred since December 31, 1992, and which resulted in any order, proceeding, judgment or decree which would be required to be disclosed pursuant to Item 401(d) of Regulation S-K promulgated by the Securities and Exchange Commission if the Company Vail Banks or either of the Banks WestStar had been subject to the reporting requirements under the Securities Act or the Exchange Act. No past violation of any such law, regulation, ordinance or rule has occurred which could impair the right or ability of the Company Vail Banks or the Banks WestStar to conduct their businesses. (c) Except as set forth in Section 4.3.2(c6.3.2(c) of the Company Vail Banks Disclosure Memorandum, no notice or warning from any governmental authority with respect to any failure or alleged failure of the Company Vail Banks or either of the Banks WestStar to comply in any respect with any law, regulation or order has been received, nor is any such notice or warning proposed or, to the knowledge of Management, threatened.

Permits; Compliance with Law. (a) The Company ---------------------------- and the Banks have North Point has all ------------------------------ permits, licenses, approvals, authorizations and registrations under all federal, state, local and foreign laws required for them North Point to carry on their respective businesses its business as presently conducted, and all of such permits, licenses, approvals, authorizations and registrations are in full force and effect, and no suspension or cancellation of any of them is pending or, to the knowledge of ManagementNorth Point, threatened. (b) The Company and the Banks have North Point has complied with all laws, regulations, and orders applicable to them it or their businessesits business, except for any non-compliance which would not have a material adverse effect on North Point. Section 4.3.2(b) of the Company The North Point Disclosure Memorandum contains a list of any known violations of such laws, regulations, ordinances or rules by any present officer, director, or employee of the Company or either of the Banks North Point which occurred since December 31, 19921994, and which resulted in any order, proceeding, judgment or decree which would be required to be disclosed pursuant to Item 401(d401(f) of Regulation S-K promulgated by the Securities and Exchange Commission if the Company or either of the Banks North Point had been subject to the reporting requirements under the Securities 1933 Act or the Securities Exchange ActAct of 1934. No past violation of any such law, regulation, ordinance or rule has occurred which could impair the right or ability of the Company or the Banks North Point to conduct their businessesits business. (c) Except as set forth in Section 4.3.2(c) of the Company North Point Disclosure Memorandum, no notice or warning from any governmental authority with respect to any failure or alleged failure of the Company or either of the Banks North Point to comply in any respect with any law, regulation or order has been received, nor is any such notice or warning proposed or, to the knowledge of ManagementNorth Point, threatened.

Permits; Compliance with Law. (ai) The Company ---------------------------- and the Banks have AEB has all permits, licenses, approvals, authorizations and registrations under all federal, state, local and foreign laws (the “Permits”) required for them AEB to carry on their respective businesses its business as presently conducted, conducted except where the failure to obtain such Permits could not reasonably be expected to have a Material Adverse Effect. AEB is in compliance with the terms and all conditions of each such permits, licenses, approvals, authorizations Permit and registrations are has received no written notice that it is in full force and effect, and no suspension or cancellation violation of any of them is pending or, to the knowledge terms or conditions of Management, threatenedsuch Permits. (bii) The Company and the Banks have AEB has complied with all laws, regulations, ordinances, rules, and orders applicable to them it or their businessesits business, except for any non-compliance which could not reasonably be expected to have a Material Adverse Effect. Section 4.3.2(b3.3(a)(ii) of the Company Disclosure Memorandum contains a list of any known violations of such laws, regulations, ordinances ordinances, rules or rules orders by any present officer, director, or employee of the Company or either of the Banks which occurred since December 31, 1992AEB, and which resulted in any order, proceeding, judgment or decree which would be required to be disclosed pursuant to Item 401(d401(f) of Regulation S-K promulgated by the Securities and Exchange Commission if the Company or either of the Banks had been subject to the reporting requirements under the Securities Act or the Exchange ActSEC. No past violation of any such law, regulation, ordinance ordinance, rule or rule order has occurred which could impair the right or ability of the Company or the Banks AEB to conduct their businessesits business. (ciii) Except as set forth in Section 4.3.2(c3.3(a)(iii) of the Company Disclosure Memorandum, no notice notice, inquiry or warning from any governmental authority with respect to any failure or alleged or possible failure of the Company or either of the Banks AEB to comply in any respect with any law, regulation regulation, ordinance, rule or order has been received, nor nor, to the knowledge of AEB, is any such notice or warning proposed or, to the knowledge of Management, or threatened.

Permits; Compliance with Law. (a) The Holding Company ---------------------------- and the Banks have has all permits, licenses, approvals, authorizations and registrations under all federal, state, local and foreign laws required for them Holding Company to carry on their respective businesses its business as presently conducted, and all of such permits, licenses, approvals, authorizations and registrations are in full force and effect, and no suspension or cancellation of any of them is pending or, to the knowledge of ManagementHolding Company, threatened. (b) The Holding Company and the Banks have has complied with all laws, regulations, and orders applicable to them it or their businessesits business, except for any non-compliance which would not have a material adverse effect on Holding Company. Section 4.3.2(b) of the The Holding Company Disclosure Memorandum contains a list of any known violations of such laws, regulations, ordinances ordinances, rules or rules orders by any present officer, director, or employee of the Holding Company or either of the Banks which occurred since December 31, 19921998, and which resulted in any order, proceeding, judgment or decree which would be required to be disclosed pursuant to Item 401(d401(f) of Regulation S-K promulgated by the Securities and Exchange Commission if the Holding Company or either of the Banks had been subject to the reporting requirements under the Securities 1933 Act or the Securities Exchange ActAct of 1934. No past violation of any such law, regulation, ordinance ordinance, rule or rule order has occurred which could impair the right or ability of the Holding Company or the Banks to conduct their businessesits business. (c) Except as set forth in Section 4.3.2(c) of the Holding Company Disclosure Memorandum, no notice or warning from any governmental authority with respect to any failure or alleged failure of the Holding Company or either of the Banks to comply in any respect with any law, regulation or order has been received, nor is any such notice or warning proposed or, to the knowledge of ManagementHolding Company, threatened.

Permits; Compliance with Law. (a) The Company and ---------------------------- and the Banks Glenwood have all permits, licenses, approvals, authorizations and registrations under all federal, state, local and foreign laws required for them to carry on their respective businesses as presently conducted, and all of such permits, licenses, approvals, authorizations and registrations are in full force and effect, and no suspension or cancellation of any of them is pending or, to the knowledge of Management, threatened. (b) The Company and the Banks Glenwood have materially complied with all laws, regulations, and orders applicable to them or their businesses. Section 4.3.2(b) of the Company Disclosure Memorandum contains a list of any known violations of such laws, regulations, ordinances or rules by any present officer, director, or employee of the Company or either of the Banks Glenwood which occurred since December 31, 1992, and which resulted in any order, proceeding, judgment or decree which would be required to be disclosed pursuant to Item 401(d) of Regulation S-K promulgated by the Securities and Exchange Commission if the Company or either of the Banks Glenwood had been subject to the reporting requirements under the Securities Act or the Exchange Act. No past violation of any such law, regulation, ordinance or rule has occurred which could impair the right or ability of the Company or the Banks Glenwood to conduct their businesses. (c) Except as set forth in Section 4.3.2(c) of the Company Disclosure Memorandum, no notice or warning from any governmental authority with respect to any failure or alleged failure of the Company or either of the Banks Glenwood to comply in any respect with any law, regulation or order has been received, nor is any such notice or warning proposed or, to the knowledge of Management, threatened.