Common use of Tax Returns; Taxes Clause in Contracts

Tax Returns; Taxes. (a) The Company and United Valley Bank have duly filed or will file when due (i) all required federal and state tax returns and reports, and (ii) all required returns and reports of other governmental units having jurisdiction with respect to taxes imposed upon their respective incomes, properties, revenues, franchises, operations or other assets or taxes imposed which might create a lien or encumbrance on any of such assets or affect adversely their respective businesses or operations. Such returns or reports are, and when filed will be, true, complete and correct, and the Company and United Valley Bank have paid, or will pay with respect to returns or reports related to their respective businesses not yet filed because not yet due, to the extent such taxes or other governmental charges have become due, all taxes and other governmental charges including all applicable interest and penalties, set forth in such returns or reports related to their respective businesses. All federal, state and local taxes and other governmental charges paid or payable by the Company or United Valley Bank have been paid, or have been accrued or reserved on their respective books in accordance with generally accepted accounting principles applied on a basis consistent with prior periods. Adequate reserves for the payment of taxes have been established on the books of the Company and United Valley Bank for all periods through the date hereof, whether or not due and payable and whether or not disputed. Until the Closing Date, the Company and United Valley Bank shall continue to reserve sufficient funds for the payment of expected tax liabilities in accordance with generally accepted accounting principles applied on a basis consistent with prior periods. Neither the Company nor United Valley Bank has received any notice of a tax deficiency or assessment of additional taxes of any kind and, to the knowledge of officers of the Company or United Valley Bank (collectively "Management"), there is no threatened claim against either the Company or United Valley Bank, or any basis for any such claim, for payment of any additional federal, state, local or foreign taxes for any period prior to the date of this Agreement in excess of the accruals or reserves with respect to any such claim shown in the 1999 Financial Statements (as defined below) or disclosed in the notes with respect thereto. There are no waivers or agreements by either the Company or either of the Banks for the extension of time for the assessment of any taxes. The federal income tax returns of the Company or either of the Banks have not been examined by the Internal Revenue Service for any period since calendar year 1997. (b) Except as set forth in Section 5.2.5(b) of the Company Disclosure Memorandum, proper and accurate amounts have been withheld by the Company and United Valley Bank from their employees for all periods in full and complete compliance with the tax withholding provisions of applicable federal, state and local tax laws, and proper and accurate federal, state and local tax returns have been filed by the Company and United Valley Bank for all periods for which returns were due with respect to withholding, social security and unemployment taxes, and the amounts shown thereon to be due and payable have been paid in full.

Tax Returns; Taxes. (a) The Company and United Valley Bank the Banks ------------------ have duly filed or will file when due (i) all required federal and state tax returns and reports, and (ii) all required returns and reports of other governmental units having jurisdiction with respect to taxes imposed upon their respective incomes, properties, revenues, franchises, operations or other assets or taxes imposed which might create a lien or encumbrance on any of such assets or affect adversely their respective businesses or operations. Such returns or reports are, and when filed will be, true, complete and correct, and the Company and United Valley Bank the Banks have paid, or will pay with respect to returns or reports related to their respective businesses not yet filed because not yet due, to the extent such taxes or other governmental charges have become due, all taxes and other governmental charges including all applicable interest and penalties, set forth in such returns or reports related to their respective businesses. All federal, state and local taxes and other governmental charges paid or payable by the Company or United Valley Bank the Banks have been paid, or have been accrued or reserved on their respective books in accordance with generally accepted accounting principles applied on a basis consistent with prior periods. Adequate reserves for the payment of taxes have been established on the books of the Company and United Valley Bank the Banks for all periods through the date hereof, whether or not due and payable and whether or not disputed. Until the Closing Date, the Company and United Valley Bank the Banks shall continue to reserve sufficient funds for the payment of expected tax liabilities in accordance with generally accepted accounting principles applied on a basis consistent with prior periods. Neither the Company nor United Valley Bank either of the Banks has received any notice of a tax deficiency or assessment of additional taxes of any kind and, to the knowledge of officers of the Company or United Valley Bank either of the Banks (collectively "Management"), there is no threatened claim against either the Company or United Valley Bankeither of the Banks, or any basis for any such claim, for payment of any additional federal, state, local or foreign taxes for any period prior to the date of this Agreement in excess of the accruals or reserves with respect to any such claim shown in the 1999 Company 1997 Financial Statements (as defined below) or disclosed in the notes with respect thereto. There are no waivers or agreements by either the Company or either of the Banks for the extension of time for the assessment of any taxes. The federal income tax returns of the Company or either of the Banks have not been examined by the Internal Revenue Service for any period since calendar year 19971990. (b) Except as set forth in Section 5.2.5(b4.2.5(b) of the Company Disclosure Memorandum, proper and accurate amounts have been withheld by the Company and United Valley Bank the Banks from their employees for all periods in full and complete compliance with the tax withholding provisions of applicable federal, state and local tax laws, and proper and accurate federal, state and local tax returns have been filed by the Company and United Valley Bank the Banks for all periods for which returns were due with respect to withholding, social security and unemployment taxes, and the amounts shown thereon to be due and payable have been paid in full.

Tax Returns; Taxes. (a) The Company Vail Banks and United Valley Bank WestStar ------------------ have duly filed or will file when due (i) all required federal and state tax returns and reports, and (ii) all required returns and reports of other governmental units having jurisdiction with respect to taxes imposed upon their respective incomes, properties, revenues, franchises, operations or other assets or taxes imposed which might create a lien or encumbrance on any of such assets or affect adversely their respective businesses or operations. Such returns or reports are, and when filed will be, true, complete and correct, and the Company Vail Banks and United Valley Bank WestStar have paid, or will pay with respect to returns or reports related to their respective businesses not yet filed because not yet due, to the extent such taxes or other governmental charges have become due, all taxes and other governmental charges including all applicable interest and penalties, set forth in such returns or reports related to their respective businesses. All federal, state and local taxes and other governmental charges paid or payable by the Company Vail Banks or United Valley Bank WestStar have been paid, or have been accrued or reserved on their respective books in accordance with generally accepted accounting principles applied on a basis consistent with prior periods. Adequate reserves for the payment of taxes have been established on the books of the Company Vail Banks and United Valley Bank WestStar for all periods through the date hereof, whether or not due and payable and whether or not disputed. Until the Closing Date, the Company Vail Banks and United Valley Bank WestStar shall continue to reserve sufficient funds for the payment of expected tax liabilities in accordance with generally accepted accounting principles applied on a basis consistent with prior periods. Neither the Company Vail Banks nor United Valley Bank has WestStar have received any notice of a tax deficiency or assessment of additional taxes of any kind and, to the knowledge of officers of the Company Vail Banks or United Valley Bank WestStar (collectively "Management"), there is no threatened claim against either the Company Vail Banks or United Valley BankWestStar, or any basis for any such claim, for payment of any additional federal, state, local or foreign taxes for any period prior to the date of this Agreement in excess of the accruals or reserves with respect to any such claim shown in the 1999 Vail Banks 1997 Financial Statements (as defined below) or disclosed in the notes with respect thereto. There are no waivers or agreements by either the Company Vail Banks or either of the Banks WestStar for the extension of time for the assessment of any taxes. The federal income tax returns of the Company Vail Banks or either of the Banks WestStar have not been examined by the Internal Revenue Service for any period since calendar year 1997December 31, 1993. (b) Except as set forth in Section 5.2.5(b6.2.5(b) of the Company Vail Banks Disclosure Memorandum, proper and accurate amounts have been withheld by the Company Vail Banks and United Valley Bank WestStar from their employees for all periods in full and complete compliance with the tax withholding provisions of applicable federal, state and local tax laws, and proper and accurate federal, state and local tax returns have been filed by the Company Vail Banks and United Valley Bank WestStar for all periods for which returns were due with respect to withholding, social security and unemployment taxes, and the amounts shown thereon to be due and payable have been paid in full.

Tax Returns; Taxes. (a) The Company and United Valley Bank Glenwood have duly ------------------ filed or will file when due (i) all required federal and state tax returns and reports, and (ii) all required returns and reports of other governmental units having jurisdiction with respect to taxes imposed upon their respective incomes, properties, revenues, franchises, operations or other assets or taxes imposed which might create a lien or encumbrance on any of such assets or affect adversely their respective businesses or operations. Such returns or reports are, and when filed will be, true, complete and correct, and the Company and United Valley Bank Glenwood have paid, or will pay with respect to returns or reports related to their respective businesses not yet filed because not yet due, to the extent such taxes or other governmental charges have become due, all taxes and other governmental charges including all applicable interest and penalties, set forth in such returns or reports related to their respective businesses. All federal, state and local taxes and other governmental charges paid or payable by the Company or United Valley Bank Glenwood have been paid, or have been accrued or reserved on their respective books in accordance with generally accepted accounting principles applied on a basis consistent with prior periods. Adequate reserves for the payment of taxes have been established on the books of the Company and United Valley Bank Glenwood for all periods through the date hereof, whether or not due and payable and whether or not disputed. Until the Closing Date, the Company and United Valley Bank Glenwood shall continue to reserve sufficient funds for the payment of expected tax liabilities in accordance with generally accepted accounting principles applied on a basis consistent with prior periods. Neither the Company nor United Valley Bank Glenwood has received any notice of a tax deficiency or assessment of additional taxes of any kind and, to the knowledge of officers of the Company or United Valley Bank Glenwood (collectively "Management"), there is no threatened claim against either the Company or United Valley BankGlenwood, or any basis for any such claim, for payment of any additional federal, state, local or foreign taxes for any period prior to the date of this Agreement in excess of the accruals or reserves with respect to any such claim shown in the 1999 1997 Financial Statements (as defined below) or disclosed in the notes with respect thereto. There are no waivers or agreements by either the Company or either of the Banks Glenwood for the extension of time for the assessment of any taxes. The federal income tax returns of the Company or either of the Banks Glenwood have not been examined by the Internal Revenue Service for any period since calendar year 19971970. (b) Except as set forth in Section 5.2.5(b4.2.5(b) of the Company Disclosure Memorandum, proper and accurate amounts have been withheld by the Company and United Valley Bank Glenwood from their employees for all periods in full and complete compliance with the tax withholding provisions of applicable federal, state and local tax laws, and proper and accurate federal, state and local tax returns have been filed by the Company and United Valley Bank Glenwood for all periods for which returns were due with respect to withholding, social security and unemployment taxes, and the amounts shown thereon to be due and payable have been paid in full.