Common use of Tax Returns; Taxes Clause in Contracts

Tax Returns; Taxes. (a) Vail Banks and 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 Vail Banks and 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 Vail Banks or 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 Vail Banks and WestStar for all periods through the date hereof, whether or not due and payable and whether or not disputed. Until the Closing Date, Vail Banks and 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 Vail Banks nor WestStar have received any notice of a tax deficiency or assessment of additional taxes of any kind and, to the knowledge of officers of Vail Banks or WestStar (collectively "Management"), there is no threatened claim against either Vail Banks or WestStar, 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 Vail Banks 1997 Financial Statements (as defined below) or disclosed in the notes with respect thereto. There are no waivers or agreements by either Vail Banks or WestStar for the extension of time for the assessment of any taxes. The federal income tax returns of Vail Banks or WestStar have not been examined by the Internal Revenue Service for any period since December 31, 1993. (b) Except as set forth in Section 6.2.5(b) of the Vail Banks Disclosure Memorandum, proper and accurate amounts have been withheld by Vail Banks and 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 Vail Banks and 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) Vail The Company and the Banks and 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 Vail the Company and the Banks and 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 Vail the Company or the Banks or 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 Vail the Company and the Banks and WestStar for all periods through the date hereof, whether or not due and payable and whether or not disputed. Until the Closing Date, Vail the Company and the Banks and 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 Vail the Company nor either of the Banks nor WestStar have has received any notice of a tax deficiency or assessment of additional taxes of any kind and, to the knowledge of officers of Vail the Company or either of the Banks or WestStar (collectively "Management"), there is no threatened claim against either Vail Banks the Company or WestStareither 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 Vail Banks Company 1997 Financial Statements (as defined below) or disclosed in the notes with respect thereto. There are no waivers or agreements by either Vail the Company or either of the Banks or WestStar for the extension of time for the assessment of any taxes. The federal income tax returns of Vail the Company or either of the Banks or WestStar have not been examined by the Internal Revenue Service for any period since December 31, 1993calendar year 1990. (b) Except as set forth in Section 6.2.5(b4.2.5(b) of the Vail Banks Company Disclosure Memorandum, proper and accurate amounts have been withheld by Vail the Company and the Banks and 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 Vail the Company and the Banks and 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) Vail Banks The Company and WestStar ------------------ 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 Vail Banks the Company and WestStar 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 Vail Banks the Company or WestStar 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 Vail Banks the Company and WestStar 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, Vail Banks the Company and WestStar 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 Vail Banks the Company nor WestStar have 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 Vail Banks the Company or WestStar United Valley Bank (collectively "Management"), there is no threatened claim against either Vail Banks the Company or WestStarUnited 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 Vail Banks 1997 1999 Financial Statements (as defined below) or disclosed in the notes with respect thereto. There are no waivers or agreements by either Vail the Company or either of the Banks or WestStar for the extension of time for the assessment of any taxes. The federal income tax returns of Vail the Company or either of the Banks or WestStar have not been examined by the Internal Revenue Service for any period since December 31, 1993calendar year 1997. (b) Except as set forth in Section 6.2.5(b5.2.5(b) of the Vail Banks Company Disclosure Memorandum, proper and accurate amounts have been withheld by Vail Banks the Company and WestStar 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 Vail Banks the Company and WestStar 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) Vail Banks The Company and WestStar ------------------ 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 Vail Banks the Company and WestStar 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 Vail Banks the Company or WestStar 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 Vail Banks the Company and WestStar Glenwood for all periods through the date hereof, whether or not due and payable and whether or not disputed. Until the Closing Date, Vail Banks the Company and WestStar 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 Vail Banks the Company nor WestStar have Glenwood has received any notice of a tax deficiency or assessment of additional taxes of any kind and, to the knowledge of officers of Vail Banks the Company or WestStar Glenwood (collectively "Management"), there is no threatened claim against either Vail Banks the Company or WestStarGlenwood, 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 Vail Banks 1997 Financial Statements (as defined below) or disclosed in the notes with respect thereto. There are no waivers or agreements by either Vail Banks the Company or WestStar Glenwood for the extension of time for the assessment of any taxes. The federal income tax returns of Vail Banks the Company or WestStar Glenwood have not been examined by the Internal Revenue Service for any period since December 31, 19931970. (b) Except as set forth in Section 6.2.5(b4.2.5(b) of the Vail Banks Disclosure Memorandum, proper and accurate amounts have been withheld by Vail Banks the Company and WestStar 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 Vail Banks the Company and WestStar 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.