![]() ![]() ![]() 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. There are no waivers or agreements by either Vail Banks or WestStar for the extension of time for the assessment of any taxes. 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. ![]() 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. 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. 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. 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. 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. ![]()
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