TAX RETURNS AND COMPUTATIONS Clause Samples

The "Tax Returns and Computations" clause establishes the responsibilities and procedures for preparing, filing, and maintaining tax returns and related calculations. Typically, this clause specifies which party is responsible for ensuring that all required tax documents are accurately completed and submitted to the relevant authorities, and may outline the process for sharing information or resolving discrepancies in tax computations. Its core function is to allocate responsibility for tax compliance, thereby reducing the risk of errors, penalties, or disputes related to tax obligations between the parties.
TAX RETURNS AND COMPUTATIONS. Subject to paragraph 5.2 below, the Covenantor or its duly authorised agents shall at the Covenantor's expense be responsible for, and have the conduct of preparing, submitting to and agreeing with all relevant Tax authorities all Tax returns and computations of the Company and determining the amount of any instalment payment of corporation tax to be made by the Company, including (without limitation) claims and/or surrenders by way of Group Relief, for all Tax accounting periods of the Company ending on or before Completion subject to all such returns, computations, documents and substantive correspondence relating thereto and the proposed amount of any instalment payments being submitted in draft form to Global or its duly authorised agents for comment. Global or its duly authorised agent shall comment within 21 days of such submission. If the Covenantor has not received any comments within 21 days, Global and its duly authorised agents shall be deemed to have approved such draft documents. The Covenantor is not obliged to take into account any comments or suggestions made by Global save for comments or suggestions which the Covenantor considers (acting in good faith) to be reasonable. Global shall each respectively afford (or procure the affordance) to the Covenantor or its duly authorised agents of information and assistance which may reasonably be required to prepare, submit and agree all such outstanding Tax returns and computations. Global undertakes to procure that the Company shall at the request of the Covenantor sign and submit to the relevant Tax authority all such notices of claim, surrender or consent to surrender (including provisional or protective notices of claim, surrender or consent to surrender in cases where any relevant Tax computations have not yet been agreed) and all such other documents and returns as the Covenantor shall reasonably request, consistently with the provisions of this Covenant, to give effect to the foregoing provisions PROVIDED THAT neither the Covenantor nor its agents shall be entitled to require the Company:
View SourceView Similar (5)
TAX RETURNS AND COMPUTATIONS. 7.1 Whirlpool or its duly authorised agents shall (at the cost of the Whirlpool Europe Group Companies) be responsible for, and have the conduct of preparing, submitting to and agreeing with the relevant Tax Authorities all Tax Returns of each Whirlpool Europe Group Company, for all accounting periods of each Whirlpool Europe Group Company ending on or before the Completion Date (“Pre-Completion Tax Returns”) to the extent the same have not been prepared and submitted to the relevant Tax Authority prior to Completion. 7.2 For the purposes of paragraph 7.1: (a) all Tax Returns, computations, documents and substantive correspondence must be prepared in a manner consistent with past practices (except to the extent necessary to comply with applicable Law) and submitted in draft form by Whirlpool to the Buyer or its duly authorised agents for comment; (b) if it wishes to do so, the Buyer or its duly authorised agent must comment within twenty (20) Business Days of its receipt of the Tax Returns (or, if a shorter time limit applies in relation to the submission of the relevant Tax Returns, within enough time to allow Whirlpool to consider and incorporate any comments from the Buyer or its duly authorised agents) (the “Buyer Response Period”) and if Whirlpool has not received any comments within the Buyer Response Period, the Buyer and its duly authorised agents will be deemed to have approved such draft documents; (c) Whirlpool must take into account all reasonable comments and suggestions made by the Buyer or its duly authorised agents and received within the Buyer Response Period; and (d) Whirlpool and the Buyer must as soon as practicable deliver to each other copies of all correspondence sent to or received from any Tax Authority relating to the Whirlpool Europe Group Companies’ Pre-Completion Tax Returns. 7.3 The Buyer shall procure that the Whirlpool Europe Group Companies shall cause the Pre-Completion Tax Returns mentioned in paragraph 7.1 to be signed and submitted to the appropriate Tax Authority on a timely basis and without further amendment, provided that the Buyer shall not be required to submit or procure the Whirlpool Europe Group Companies to submit any Pre-Completion Tax Return in a form that the Buyer or the relevant Whirlpool Europe Group Company reasonably considers to be false, inaccurate or misleading. 7.4 The Buyer agrees that Whirlpool shall have the sole conduct of any correspondence or negotiations with the relevant Tax Authorities rel...
View SourceView Similar (5)
TAX RETURNS AND COMPUTATIONS. 5.1 The Purchaser or its duly authorised agents will be responsible for, and have the conduct of: (a) preparing, submitting to and agreeing with the relevant Tax Authorities all Tax Returns, computations, documents and correspondence of each Group Company for all accounting periods and Tax periods (if relevant) of each Group Company ending (i) on or before Completion, and (ii) in which Completion falls (“Tax Documents”); (b) preparing, submitting and agreeing with the relevant Tax Authorities any Tax Returns, computations, documents and correspondence relating to any Transfer Taxes payable in connection with this Agreement and/or the transactions contemplated by this Agreement (“Transfer Tax Documents”); (c) dealing with all other matters which relate to Tax including, without limitation, any enquiry, dispute, audit, negotiation or settlement involving any Tax Authority for all accounting periods and Tax periods (if relevant) of each Group Company ending (i) on or before Completion, and (ii) in which Completion falls; and (d) paying any Transfer Taxes due in connection with this Agreement and/or the transactions contemplated by this Agreement. 5.2 For the purposes of paragraph 5.1: (a) all Tax Documents and Transfer Tax Documents which are to be submitted to a Tax Authority must be submitted in draft form by the Purchaser to the Primary Indirect Interest Holders or their duly authorised agents for comment. If a time limit applies in relation to the submission of any Tax Documents or Transfer Tax Documents, the Purchaser shall ensure that the Primary Indirect Interest Holders receive the Tax Documents or Transfer Tax Documents no later than twenty (20) Business Days before the expiry of the time limit (or, if a shorter time limit applies in relation to the submission of the relevant Tax Documents or Transfer Tax Documents, as soon as is reasonably practicable); (b) the Primary Indirect Interest Holders or their duly authorised agents must comment within ten (10) Business Days (or, if a shorter time limit applies in relation to the submission of the relevant Tax Documents or Transfer Tax Documents, within such time as will reasonably enable the Purchaser to file the Tax Documents or Transfer Tax Documents within the applicable time period) of their receipt of any such Tax Documents or Transfer Tax Documents from the Purchaser and if the Purchaser has not: (i) received any comments from the Primary Indirect Interest Holders (or their duly authorised agents); ...
View SourceView Similar (3)
TAX RETURNS AND COMPUTATIONS. 5.1 The Sellers or their duly authorised agents will be responsible for, and have the conduct of preparing, submitting to and agreeing with the relevant Tax Authorities all Tax returns and computations of each Target Group Company for all Tax accounting periods of each Target Group Company ending on or before Completion. 5.2 For the purposes of paragraph 6.1: (a) all returns, computations, documents and substantive correspondence must be submitted in draft form by the Sellers’ Representative to the Buyer or its duly authorised agents for comment; (b) the Buyer or its duly authorised agent must comment within 20 Business Days of such submission but if the Sellers’ Representative has not received any comments within 20 Business Days, the Buyer and its duly authorised agents will be deemed to have approved such draft documents; (c) the Sellers must take into account all reasonable comments and suggestions made by the Buyer or its duly authorised agents to the Sellers’ Representative; (d) the Sellers and the Buyer must each respectively afford (or procure the affordance) to the other or their duly authorised agents of information and assistance which may reasonably be required to prepare, submit and agree all outstanding Tax returns and computations; (e) the Sellers must as soon as practicable deliver to the Buyer and the Buyer must as soon as practicable deliver to the Sellers’ Representative copies of all correspondence sent to or received from any Tax Authority; and (f) the Buyer undertakes to procure that any relevant Target Group Company will at the request of the Sellers’ Representative sign and submit to the relevant Tax Authority all documents and returns that the Sellers may reasonably request to give effect to the provisions of paragraph 6 provided that the Buyer will not be obliged to procure that any Target Group Company signs and submits a document which in its reasonable opinion it considers to be wrong, misleading or inaccurate in any material respects.
View SourceView Similar (2)
TAX RETURNS AND COMPUTATIONS. In respect of all Tax Returns and computations required to be filed by each Consolidated Chello Company for all of their Tax accounting periods beginning on or before Completion:
View Source
TAX RETURNS AND COMPUTATIONS. 5.1 The Sellers or their duly authorised agents will (at the costs of the Sellers if and to the extent such costs exceed the amount accrued in the Completion Statement and taken into account in calculating the Net Adjustment Amount) be responsible for, and have the conduct of preparing, submitting to and agreeing with the relevant Tax Authorities all tax returns, computations, claims, elections, surrenders, disclaimers, notices, consents and other documents contemplated by or reflected in or necessary for the preparation of such computations and returns of each Group Company, for all accounting periods of each Group Company ending on or before Completion. 5.2 The Sellers shall procure that all tax returns and computations relating to the accounting period of each Group Company ending on 30 June 2010 are submitted on a timely basis. 5.3 For the purposes of paragraphs 5.1 and 5.2:
View Source
TAX RETURNS AND COMPUTATIONS. The Sellers or their duly authorized agents will be responsible for, and have the conduct of preparing, submitting to and agreeing with the relevant Tax Authorities any outstanding corporation tax or corporate income tax (or equivalent tax) Tax Returns and computations of the Group Companies that are required to be filed with the appropriate Tax Authority on or before Completion. All such Tax Returns shall be filed in a manner consistent with past practice, except as otherwise required by applicable Law. At least fifteen (15) days before the due date of any such Tax Return, the Seller Representative shall deliver a copy of such Tax Return to the Buyer for the Buyer’s review and approval, such approval not to be unreasonably withheld.
View Source
TAX RETURNS AND COMPUTATIONS. Without prejudice to paragraph 4, the Purchaser or its duly authorised agents shall be responsible for, and have the conduct of preparing, submitting to and agreeing with the relevant Tax authorities all VAT, corporation Tax and PAYE returns and computations of the Company, including (without limitation) claims and/or surrenders by way of Group Relief, for all VAT prescribed accounting periods, Tax accounting periods or income Tax years (as the case may be) of the Company which began prior to Completion and which ended or end prior to, on or after Completion but the date for submission of which pursuant to the applicable law or regulation falls after Completion and in connection therewith: (a) all returns, computations, documents and substantive correspondence relating thereto shall be submitted in draft form by the Purchaser to the Seller or its duly authorised agents for comment; (b) the Seller or its duly authorised agent shall comment within 7 days of such submission but if the Purchaser has not received any comments within 7 days, the Seller and its duly authorised agents shall be deemed to have approved such draft documents; (c) the Purchaser shall take into account all reasonable comments and suggestions made by the Seller or its duly authorised agents.
View Source
TAX RETURNS AND COMPUTATIONS. The Vendor or its duly authorised agents will be responsible for, and have the conduct of preparing, submitting to and agreeing with the relevant Tax Authorities all Tax returns and computations of each Group Company, including claims, elections, surrenders, notices or consents in respect of any Surrender, for all Tax accounting periods of each Group Company ending on or before the Completion Date.
View Source

Related to TAX RETURNS AND COMPUTATIONS

  • Tax Returns and Tax Payments (i) The Company has timely filed with the appropriate taxing authorities all Tax Returns required to be filed by it (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes due and owing by the Company has been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). The Company is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to the Company by a taxing authority in a jurisdiction where the Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of the Company did not, as of the Company Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the Company Balance Sheet Date, neither the Company nor any of its subsidiaries has incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of the Company and its subsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of the Company. (ii) No material claim for unpaid Taxes has been made or become a lien against the property of the Company or is being asserted against the Company, no audit of any Tax Return of the Company is being conducted by a tax authority, and no extension of the statute of limitations on the assessment of any Taxes has been granted by the Company and is currently in effect. The Company has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party. (iii) As used herein, “Taxes” shall mean all taxes of any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign. As used herein, “Tax Return” shall mean any return, report or statement required to be filed with any governmental authority with respect to Taxes.

  • Tax Returns and Payments Each of the Borrower and each of its Subsidiaries has timely filed or caused to be timely filed with the appropriate taxing authority all material returns, statements, forms and reports for Taxes (the “Returns”) required to be filed by, or with respect to the Borrower and/or any of its Subsidiaries. The Returns accurately reflect in all material respects all liability for Taxes of the Borrower and its Subsidiaries, as applicable, for the periods covered thereby. Each of the Borrower and each of its Subsidiaries has paid all federal and state income Taxes and all other material Taxes and assessments shown on such Returns to be payable by it which have become due, other than those that are being contested in good faith and adequately disclosed and fully provided for on the financial statements of the Borrower and its Subsidiaries in accordance with U.S. GAAP. On the Closing Date, there is no material action, suit, proceeding, investigation, audit or claim now pending or, to the best knowledge of the Borrower or any of its Subsidiaries, threatened by any authority regarding any Taxes relating to the Borrower or any of its Subsidiaries. As of the Closing Date, except as set forth on Schedule 6.9, neither the Borrower nor any of its Subsidiaries has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of Taxes of the Borrower or any of its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable periods of the Borrower or any of its Subsidiaries not to be subject to the normally applicable statute of limitations. Neither the Borrower nor any of its Subsidiaries has incurred, nor will any of them incur, any material tax liability in connection with the Transaction or any other transactions contemplated hereby (it being understood that the representation contained in this sentence does not cover any future tax liabilities of the Borrower or any of its Subsidiaries arising as a result of the operation of their businesses in the ordinary course of business).

  • Tax Returns and Audits (i) The Company and each of its Subsidiaries have prepared and filed, or joined in the filing of, when due (taking into account all applicable extensions of time to file), all material required Tax Returns and such Tax Returns have been completed in accordance with applicable law. (ii) All material Taxes due and owing by the Company or any of its Subsidiaries or to which the Company or any of its Subsidiaries are liable under Treasury Regulations section 1.1502-6 by virtue of having been a member of an “affiliated group” (within the meaning of Section 1504(a) of the Internal Revenue Code of 1986, as amended (“Code”)) of which the Seller is the common parent, have been paid as of the Closing Date, or have been accrued or reserved as set forth on Sections 1.3(c) or 1.3(d) of the Seller Disclosure Letter. (iii) Neither the Company nor any of its Subsidiaries has any material liability for such Taxes as of the date of the Company Balance Sheet which were not appropriately accrued or reserved on the Company Balance Sheet in accordance with GAAP, and neither the Company nor any of its Subsidiaries has incurred or will incur any material liability for such Taxes after the date of the Company Balance Sheet through the Closing Date other than in the ordinary course of business. (iv) Each material audit or other examination relating to Taxes of, or any Tax Return filed by or on behalf of, the Company or any of its Subsidiaries which began after January 1, 2001 (whether completed or in progress or of which the Company or any of its Subsidiaries have been notified); each adjustment relating to any material Tax Return filed by the Company or any of its Subsidiaries (or on behalf of the Company or any of its Subsidiaries to the extent such adjustment relates to the Company or any of its Subsidiaries) that has been proposed in writing by any Tax authority to Seller, the Company or any of its Subsidiaries; and each outstanding waiver of any statute of limitations on or outstanding extension of the period for the assessment or collection of any Tax, and each assessment for Taxes of the Company or any of its Subsidiaries which currently remains unpaid, is set forth in the Seller Disclosure Letter. (v) Neither the Company nor any of the Subsidiaries (A) have any liability for the Taxes of another Person (other than any member of the consolidated group of which the Seller is the common parent) under Treasury Regulations section 1.1502-6 (or any similar provision of applicable state, local or foreign law), as a transferee or successor, by Contract or otherwise; (B) will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period, or portion thereof, ending after the Closing Date as a result of any (1) change in method of accounting for a taxable period ending on or prior to the Closing Date, (2) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign income Tax Law) executed on or prior to the Closing Date, (3) intercompany transactions or excess loss account described in the Treasury Regulations under Section 1502 of the Code (or any corresponding or similar provision of state, local or foreign income Tax law), (4) installment sale or open transaction disposition made on or prior to the Closing Date, (5) item having been reported on the completed contract method of accounting or the percentage of completion method of accounting, (6) prepaid amount received on or prior to the Closing Date, or (7) other action taken prior to the Closing Date; or (C) has distributed stock of another Person, or has had its stock distributed by another Person, in a transaction that was purported or intended to be governed in whole or in part by Section 355 or Section 361 of the Code. (vi) There is no contract, plan or arrangement that, individually or collectively, could give rise to the payment of any amount that would not be deductible by the Company, or any of its Subsidiaries or Purchaser (or affiliates of Purchaser) by reason of Section 280G of the Code. (vii) Since January 1, 1998, Seller has been, and currently is, the common parent of the affiliated group (within the meaning of Section 1504 of the Code) of which the Company and each Subsidiary that is organized within the United States are members.

  • Tax Returns Except as set forth on Schedule 3.6, (a) As of the Closing Date, the Seller has duly, timely and accurately filed or caused to be duly, timely, and accurately filed with the appropriate taxing jurisdictions, all Federal, state, local and foreign Tax Returns required to be filed, has timely paid or caused to be timely paid all Taxes as shown on such returns or on any assessment received by it to the extent that such Taxes have become due. All Tax Returns were correct and complete in all respects. The Seller is not the beneficiary of any extension of time within which to file any Tax Return. The Seller has not waived any statute of limitation in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or penalty. (b) No audits or other administrative or court proceedings are pending or proposed with respect to the Seller that relate to Taxes. The Seller has never been a party to any audit, administrative or court proceeding that relate to Taxes. (c) No claim or assessment has been made by any taxing authority for unpaid Taxes against the Seller. There are no Tax Liens upon the assets of Seller, except for any Liens for personal property taxes not yet due and payable. (d) All Taxes due and payable by Seller on or before the Closing Date, for which neither filing of Tax Returns nor notice of deficiency or assessment is required, have been paid. (e) The Seller is not a party to or bound by (nor will it become a party to or bound by) any Tax indemnity, Tax sharing, or Tax allocation agreement of any kind. There are not outstanding powers of attorney executed on behalf of the Seller. (f) The Seller has never been a member of an affiliated group of corporations within the meaning of IRC Section 1504. (g) The Seller has not filed a consent pursuant to the collapsible corporation provisions of IRC Section 341(f) (or any corresponding provision of state or local law) or agreed to have IRC Section 341(f)(2) (or any corresponding provisions of state or local law) apply to any disposition of any asset owned by the Seller. (h) The Seller has not agreed to make nor is it required to make any adjustment under IRC Section 481(a) by reason of a change in accounting method or otherwise. (i) The Seller is not nor has ever been a United States real property holding company within the meaning of IRC Section 897. (j) There is no contract, agreement, plan, or arrangement covering any employee or former employee of the Seller that, individually or collectively, would give rise to a payment that would not be deductible by reason of IRC Section 280G. (k) Adequate accruals for Taxes have been made on the books of the Seller that will be reflected in the Seller's Financial Statements. (l) All Taxes required to be withheld by or on behalf of the Seller or with respect to the business or assets thereof have been withheld, and such withheld taxes have either been duly and timely paid to the proper Governmental Authorities or set aside in accounts for such purpose or accrued, reserved against and entered upon the books of the Seller. Notwithstanding anything to the contrary contained above, adjustments in claimed Net Operating Loss amounts that do not result in an adverse cash impact on the Seller shall not constitute a breach of any representation made in this Section 3.6.

  • Tax Returns; Taxes (i) Each of Tidelands and Tidelands Bank has (i) duly and timely filed with the appropriate governmental entity all Tax Returns required to be filed by it (taking into account any applicable extensions), and all such Tax Returns are true, correct and complete in all material respects and prepared in compliance with all applicable laws and (ii) timely paid all Taxes due and owing (whether or not shown due on any Tax Returns). Neither Tidelands nor Tidelands Bank currently is the beneficiary of any extension of time within which to file any Tax Return. To the knowledge of Tidelands, no claim has ever been made by a governmental entity in a jurisdiction where Tidelands and Tidelands Bank do not file Tax Returns that Tidelands or Tidelands Bank is or may be subject to taxation by that jurisdiction. Neither Tidelands nor Tidelands Bank has commenced activities in any jurisdiction which will result in an initial filing of a Tax Return with respect to Taxes imposed by a governmental entity that it had not previously been required to file in the immediately preceding taxable period. (ii) The unpaid Taxes of Tidelands and Tidelands Bank (A) did not, as of December 31, 2015, exceed the reserve for Tax liabilities (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the balance sheets (rather than in any notes thereto) contained in the Tidelands Financial Statements, which were prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Since December 31, 2015, neither Tidelands nor Tidelands Bank has incurred any liability for Taxes outside the ordinary course of business or otherwise inconsistent with past custom and practice. (iii) There are no liens, charges, restrictions, encumbrances or claims of any kind (collectively, “Liens”) for Taxes upon any property or asset of Tidelands or Tidelands Bank, except for Liens for current Taxes the payment of which is not yet delinquent, or for Taxes contested in good faith through appropriate proceedings and reserved against in accordance with GAAP. (iv) There are no deficiencies for Taxes with respect to Tidelands and Tidelands Bank that have been set forth or claimed in writing, or, to the knowledge of Tidelands, proposed or assessed by a governmental entity. There are no pending, or, to the knowledge of Tidelands, proposed or threatened audits, investigations, disputes or claims or other actions for or relating to any Tax Return or material liability for Taxes with respect to Tidelands and Tidelands Bank. No material issues relating to Taxes of Tidelands or Tidelands Bank were raised by the relevant governmental entity in any completed audit or examination that would reasonably be expected to recur in a later taxable period. None of Tidelands, Tidelands Bank or any predecessor has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment, deficiency, or collection, or has made any request in writing for any such extension or waiver, that remains in effect. There is not currently in effect any power of attorney authorizing any Person to act on behalf of Tidelands or Tidelands Bank, or receive information relating to Tidelands or Tidelands Bank, with respect to any Tax matter. (v) Neither Tidelands nor Tidelands Bank has requested or received any ruling from any governmental entity, or signed any binding agreement with any governmental entity (including, without limitation, any advance pricing agreement) that would affect any amount of Tax payable after the Closing Date and has not made any request for issuance of a ruling from a governmental entity on behalf of the Tidelands or Tidelands Bank (regardless of whether the requested ruling is still pending or withdrawn). (vi) Each of Tidelands and Tidelands Bank has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, shareholder or other third party, and all Tax Returns (including without limitation all Internal Revenue Service (“IRS”) Forms W-2 and 1099) required with respect thereto have been properly completed and timely filed with, and supplied to, the appropriate parties. (vii) Except for any customary agreements with customers, vendors, lenders, lessors or the like entered into in the ordinary course of business, neither Tidelands nor Tidelands Bank is a party to or bound by or has any obligation under any Tax sharing, allocation or indemnification agreement or similar contract or arrangement or any agreement that obligates it to make any payment computed by reference to the Taxes, taxable income or taxable losses of any other Person. (viii) Except for the affiliated group of which Tidelands is the common parent, each of Tidelands and Tidelands Bank is not and has never been a member of an affiliated group of corporations within the meaning of Section 1504 of the Code or any group that has filed a combined, consolidated or unitary Tax Return. Neither Tidelands nor Tidelands Bank is liable for the Taxes of any Person (including an individual, corporation, general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, labor union or other entity or governmental entity) other than Tidelands and Tidelands Bank (i) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign law), (ii) as a transferee or successor, (iii) by contract, or (iv) otherwise. (ix) Neither Tidelands nor Tidelands Bank has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock intended to qualify for tax-free treatment under Section 355 or Section 361 of the Code. (x) Neither Tidelands nor Tidelands Bank has been a party to a “reportable transaction,” as such term is defined in Treasury Regulations Section 1.6011-4(b)(1) (other than such transactions that have been properly reported) or any other substantially similar transaction requiring disclosure under analogous provisions of state, local or foreign Tax law. (xi) Tidelands has not taken any action not in accordance with past practice that would have the effect of deferring a measure of Tax from a period (or portion thereof) ending on or before the Closing Date to a period (or portion thereof) beginning after the Closing Date. Tidelands has no deferred income or other Tax Liability arising out of any transaction, including, without limitation, any (i) intercompany transaction (as defined in Treasury Regulations Section 1.1502-13), (ii) the disposal of any property in a transaction accounted for under the installment method pursuant to Section 453 of the Code, (iii) excess loss account (as defined in Treasury Regulations Section 1.1502-19) with respect to the stock of any subsidiary of Tidelands, (iv) use of the long-term contract method of accounting, or (v) receipt of any prepaid amount on or before the Closing Date. Neither Tidelands nor Tidelands Bank has made an election under Section 108(i) of the Code (or any corresponding provision of state, local or foreign law). (xii) Tidelands has delivered or made available to United for inspection complete and correct copies of (i) its federal and state income and franchise Tax Returns and reports for the past three (3) taxable periods ended on or after December 31, 2014, and has indicated those Tax Returns that have been audited and those Tax Returns that are currently the subject of an audit, and (ii) all private letter rulings, revenue agent reports, settlement agreements, a description of all deficiency notices and any similar documents submitted by, received by or agreed to by or on behalf of Tidelands, Tidelands Bank, and any predecessor thereof and relating to Taxes for such taxable periods. Tidelands has delivered or made available to United the amount of any net operating loss, net capital loss, unused investment or other credit, unused foreign tax or excess charitable deduction available for use by Tidelands or Tidelands Bank. There is currently no limitation on the use of the Tax attributes of Tidelands and Tidelands Bank under Sections 269, 382, 383, 384 or 1502 of the Code (and similar provisions of state, local or foreign Tax law). (xiii) No closing agreement pursuant to Section 7121 of the Code (or any similar provision of state, local or non-U.S. law) has been entered into by or with respect to the Tidelands or Tidelands Bank.