Common use of Tax Returns; Taxes Clause in Contracts

Tax Returns; Taxes. (a) The Company and 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 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 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 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 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 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 either of the Banks (collectively "Management"), there is no threatened claim against either the Company or either 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 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 1990.

Tax Returns; Taxes. (a) The Company Vail Banks and the Banks 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 the Banks 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 the Banks 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 the Banks 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 the Banks 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 either of the Banks 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 either of the Banks WestStar (collectively "Management"), there is no threatened claim against either the Company Vail Banks or either of the BanksWestStar, 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 Company 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 1990December 31, 1993.

Tax Returns; Taxes. (a) The Company and the Banks Adairsville has duly ------------------ 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 incomesits income, properties, revenues, franchises, operations or other assets or taxes imposed which might create a material lien or encumbrance on any of such assets or affect materially and adversely their respective businesses its business or operations. Such returns or reports are, and when filed will be, true, complete and correct, and the Company and the Banks have Adairsville has 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 businessesreports. All federal, state and local taxes and other governmental charges paid or payable by the Company or the Banks Adairsville have been paid, or have been accrued or reserved on their respective its books in accordance with generally accepted accounting principles ("GAAP") 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 the Banks Adairsville 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 the Banks Adairsville shall continue to reserve sufficient funds provide adequate reserves for the payment of expected tax liabilities in accordance with generally accepted accounting principles GAAP applied on a basis consistent with prior periods. Neither the Company nor either of the Banks Adairsville has not received any notice of a tax deficiency or assessment of additional taxes of any kind and, to the knowledge of the officers of the Company or either of the Banks Adairsville (collectively collectively, "Management"), there is no threatened claim against either the Company or either of the BanksAdairsville, 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 Company 1997 1998 Adairsville Financial Statements (as defined below) described in Section 4.2.6 below or disclosed in the notes with respect thereto. There are no waivers or agreements by either the Company or either of the Banks Adairsville for the extension of time for the assessment of any taxes. The federal income tax returns of the Company or either of the Banks Adairsville have not been examined by the Internal Revenue Service for any period since calendar year 1990January 1, 1994.

Tax Returns; Taxes. (a) The Company and the Banks ------------------ have North Point has 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 incomesits income, properties, revenues, franchises, operations or other assets or taxes imposed which might create a material lien or encumbrance on any of such assets or affect materially and adversely their respective businesses its business or operations. Such To the knowledge of the officers of North Point (the "North Point Management"), such returns or reports are, and when filed will be, true, complete and correct, and the Company and the Banks have North Point has 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 businessesreports. All To the knowledge of the North Point Management, all federal, state and local taxes and other governmental charges paid or payable by the Company or the Banks North Point have been paid, or have been accrued or reserved on their respective its books in accordance with generally accepted accounting principles applied on a basis consistent with prior periods. Adequate To the knowledge of the North Point Management, adequate reserves for the payment of taxes have been established on the books of the Company and the Banks North Point 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 the Banks North Point shall continue to reserve sufficient funds provide adequate reserves 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 either of the Banks North Point has not 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 either of the Banks (collectively "North Point Management"), there is no threatened claim against either North Point, or to the Company or either knowledge of the BanksNorth Point Management, 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 Company 1997 1998 North Point Financial Statements (as defined below) described in Section 4.2.6 below or -8- disclosed in the notes with respect thereto. There are no waivers or agreements by either the Company or either of the Banks North Point for the extension of time for the assessment of any taxes. The federal income tax returns of the Company or either of the Banks North Point have not been examined by the Internal Revenue Service for any period since calendar year 1990December 31, 1994.

Tax Returns; Taxes. (a) The Company and the Banks ------------------ 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 the Banks 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 the Banks 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 the Banks 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 the Banks 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 either of the Banks 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 either of the Banks Glenwood (collectively "Management"), there is no threatened claim against either the Company or either of the BanksGlenwood, 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 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 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 19901970.

Tax Returns; Taxes. (a) The Holding Company and the Banks ------------------ have has 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 incomesits income, properties, revenues, franchises, operations or other assets or taxes imposed which might create a material lien or encumbrance on any of such assets or affect materially and adversely their respective businesses its business or operations. Such To the knowledge of the officers of Holding Company (the "HOLDING COMPANY MANAGEMENT"), such returns or reports are, and when filed will be, true, complete and correct, and the Holding Company and the Banks have has 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 businessesreports. All To the knowledge of the Holding Company Management, all federal, state and local taxes and other governmental charges paid or payable by the Holding Company or the Banks have been paid, or have been accrued or reserved on their respective its books in accordance with generally accepted accounting principles applied on a basis consistent with prior periods. Adequate To the knowledge of the Holding Company Management, adequate reserves for the payment of taxes have been established on the books of the Holding Company and 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 Holding Company and the Banks shall continue to reserve sufficient funds provide adequate reserves for the payment of expected tax liabilities in accordance with generally accepted accounting principles applied on a basis consistent with prior periods. Neither the Holding Company nor either of the Banks has not received any notice of a tax deficiency or assessment of additional taxes of any kind and, to the knowledge of officers of the Holding Company or either of the Banks (collectively "Management"), there is no threatened claim against either Holding Company, or to the Company or either knowledge of the BanksHolding Company Management, 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 2003 Holding Company 1997 Financial Statements (as defined below) described in SECTION 4.2.6 below or disclosed in the notes with respect thereto. There are no waivers or agreements by either the Holding Company or either of the Banks for the extension of time for the assessment of any taxes. The federal income tax returns of the Holding Company or either of the Banks have not been examined by the Internal Revenue Service for any period since calendar year 1990December 31, 1997 and no tax return is currently the subject of an audit.

Tax Returns; Taxes. (a) The Company and the Banks ------------------ have Independent has 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 incomesits income, properties, revenues, franchises, operations or other assets or taxes imposed which might create a material lien or encumbrance on any of such assets or affect materially and adversely their respective businesses its business or operations. Such To the knowledge of the officers of Independent (the "Independent Management"), such returns or reports are, and when filed will be, true, complete and correct, and the Company and the Banks have Independent has 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 businessesreports. All To the knowledge of the Independent Management, all federal, state and local taxes and other governmental charges paid or payable by the Company or the Banks Independent have been paid, or have been accrued or reserved on their respective its books in accordance with generally accepted accounting principles applied on a basis consistent with prior periods. Adequate To the knowledge of the Independent Management, adequate reserves for the payment of taxes have been established on the books of the Company and the Banks Independent 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 the Banks Independent shall continue to reserve sufficient funds provide adequate reserves 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 either of the Banks Independent has not 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 either of the Banks (collectively "Independent Management"), there is no threatened claim against either Independent, or to the Company or either knowledge of the BanksIndependent Management, 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 Company 1997 1999 Independent Financial Statements (as defined below) described in Section 4.2.6 below or disclosed in the notes with respect thereto. There are no waivers or agreements by either the Company or either of the Banks Independent for the extension of time for the assessment of any taxes. The federal income tax returns of the Company or either of the Banks Independent have not been examined by the Internal Revenue Service for any period since calendar year 1990December 31, 1994.

Tax Returns; Taxes. (a) The Company and the Banks ------------------ have Citizens has 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 incomesits income, 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 its business or operations. Such returns or reports are, and when filed will be, true, complete and correct, and the Company and the Banks have Citizens has 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 businessesreports. All federal, state and local taxes and other governmental charges paid or payable by the Company or the Banks Citizens have been paid, or have been accrued or reserved on their respective its books in accordance with generally accepted accounting principles ("GAAP") 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 the Banks Citizens 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 the Banks Citizens shall continue to reserve sufficient funds for the payment of expected tax liabilities in accordance with generally accepted accounting principles GAAP applied on a basis consistent with prior periods. Neither the Company nor either of the Banks Citizens has not received any notice of a tax deficiency or assessment of additional taxes of any kind and, to the knowledge of the officers of the Company or either of the Banks Citizens (collectively collectively, "Citizens Management"), there is no threatened claim against either the Company or either of the BanksCitizens, 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 Company 1997 1996 Citizens Financial Statements (as defined below) described in Section 4.2.6 below or disclosed in the notes with respect thereto. There are no waivers or agreements by either the Company or either of the Banks Citizens for the extension of time for the assessment of any taxes. The federal income tax returns of the Company or either of the Banks Citizens have not been examined by the Internal Revenue Service for any period since calendar year 1990January 1, 1993.

Tax Returns; Taxes. (a) The Company and the Banks ------------------ have SBI has duly filed or will file when due filed: (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 incomesits income, properties, revenues, franchises, operations or other assets or taxes imposed which might create a material lien or encumbrance on any of such assets or affect adversely their respective businesses its business or operations. Such returns or reports are, and when filed will be, were true, complete and correct, and the Company and the Banks have SBI has 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 businessesreports. All unpaid federal, state and local taxes and other governmental charges paid or payable by the Company or the Banks have been paid, or SBI have been accrued or reserved on their respective its books in accordance with generally accepted accounting principles applied on a basis consistent with prior periodsperiods (“GAAP”). Adequate reserves for the payment of taxes have been established on the books of the Company and the Banks SBI 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 the Banks SBI shall continue to reserve sufficient funds provide adequate reserves for the payment of expected tax liabilities in accordance with generally accepted accounting principles applied on a basis consistent with prior periodsGAAP. Neither the Company nor either of the Banks SBI has not 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 either of the Banks (collectively "Management")SBI, there is no threatened claim against either the Company or either of the Banks, SBI 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 Company 1997 SBI Financial Statements (as defined belowin Section 4.2.6) or disclosed in the notes with respect thereto. There are no waivers or agreements by either the Company or either of the Banks SBI for the extension of time for the assessment of any taxes. The No federal income or state income, employment or property tax returns return is currently the subject of the Company or either of the Banks have not been examined by the Internal Revenue Service for any period since calendar year 1990an audit.

Tax Returns; Taxes. (a) The Company and the Banks ------------------ have Peoples has 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 incomesits income, properties, revenues, franchises, operations or other assets or taxes imposed which might create a material lien or encumbrance on any of such assets or affect materially and adversely their respective businesses its business or operations. Such To the knowledge of the officers of Peoples (the "Peoples Management"), such returns or reports are, and when filed will be, true, complete and correct, and the Company and the Banks have Peoples has 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 businessesreports. All To the knowledge of the Peoples Management, all federal, state and local taxes and other governmental charges paid or payable by the Company or the Banks Peoples have been paid, or have been accrued or reserved on their respective its books in accordance with generally accepted accounting principles applied on a basis consistent with prior periods. Adequate To the knowledge of the Peoples Management, adequate reserves for the payment of taxes have been established on the books of the Company and the Banks Peoples 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 the Banks Peoples shall continue to reserve sufficient funds provide adequate reserves 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 either of the Banks Peoples has not 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 either of the Banks (collectively "Peoples Management"), there is no threatened claim against either Peoples, or to the Company or either knowledge of the BanksPeoples Management, 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 Company 1997 2000 Peoples Financial Statements (as defined below) described in Section 4.2.6 below or disclosed in the notes with respect thereto. There are no waivers or agreements by either the Company or either of the Banks Peoples for the extension of time for the assessment of any taxes. The federal income tax returns of the Company or either of the Banks Peoples have not been examined by the Internal Revenue Service for any period since calendar year 1990December 31, 1995.