DEFERRED TAX ASSETS AND LIABILITIES. 16.1 Deferred tax assets and liabilities, consisted of In Thousand Baht Consolidated Financial Statements Separate Financial Statements As at March As at December As at March As at December 31, 2021 31, 2020 31, 2021 31, 2020 Deferred tax assets 23,134 22,865 18,744 18,475 Deferred tax liabilities (6,959) (3,934) (4,360) (1,335) 16,175 18,931 14,384 17,140

DEFERRED TAX ASSETS AND LIABILITIES. (i) Seller shall prepare as of the Closing Date and in accordance with US GAAP a schedule of deferred tax assets for which Seller bears the economic burden of the associated liability and deferred tax liabilities for which Buyer does not enjoy the economic benefit of the associated asset. This schedule shall include balances for (w) the deferred tax liability associated with the Seller’s 481 adjustment relating to the accrual of bonuses (the “481 Adjustment”), (x) the deferred tax asset relating to compensation to be deducted post-Closing, the liability for which shall have been included in the calculation of the Closing Regulated Entity Regulatory Capital Statement or the Closing Unregulated Entity Working Capital Statement (such compensation being paid pursuant to the following compensation plans: Non Qualified Deferred Compensation Plan — Top Hat, Non-Qualified Deferred Compensation Plan — Supplemental Savings, Compensation Deferral Plan and Voluntary Levered Alpha Participation Plan) (the “Deferred Comp”), (y) the net deferred tax asset or liability resulting from all of the other deferred tax assets that produce ordinary deductions (other than the California NOL, as defined below) and all of the other deferred tax liabilities that produce ordinary income (the “Ordinary Items”) and (z) the net operating loss for California state Tax purposes of the Transferred Entities (the “California NOL”).

DEFERRED TAX ASSETS AND LIABILITIES. Movements in deferred tax assets and liabilities (prior to offsetting of balances) during the year are as follows:

DEFERRED TAX ASSETS AND LIABILITIES. Deferred tax assets and liabilities as follows:- Baht Consolidated financial statements Separate financial statements As at June As at December As at June As at December 30, 2020 31, 2019 30, 2020 31, 2019 Deferred tax assets 57,728,986 50,238,773 57,612,986 50,122,773 Deferred tax liabilities (98,935,606) (99,120,330) (94,893,436) (94,935,776) Deferred tax asset (liabilities) - net (41,206,620) (48,881,557) (37,280,450) (44,813,003) Components of deferred tax assets and liabilities were summarized as follows: Baht Consolidated financial statements Balance as at The impacts Balance as at Income (expenses) during the period Balance as at December 31, 2019 of adoption of TFRSs related of financial January 1, 2020 In profit or loss In other comprehensive income June 30, 2020 instruments Deferred tax assets : Unrealized loss from derivatives - 122,280 122,280 1,067,736 - 1,190,016 Allowance for doubtful accounts and goods returns 1,433,215 444,040 1,877,255 1,884,928 - 3,762,183 Allowance for dilapidated and slow moving 33,103,713 - 33,103,713 4,383,629 - 37,487,342 Allowance for assets impairment 182,999 - 182,999 379,358 - 562,357 Provision for impairment of investment in associate 116,000 - 116,000 - - 116,000 Employee benefits obligations 15,402,846 - 15,402,846 (791,758) - 14,611,088 Total 50,238,773 566,320 50,805,093 6,923,893 - 57,728,986 eferred tax liabilities: Unrealized gains from changes in investment values 7 (7) - 58 - 58 Surplus on revaluation of assets 99,120,323 - 99,120,323 (102,984) (110,430) 98,906,909 Right-of-use assets - - - 28,639 - 28,639 Total 99,120,330 (7) 99,120,323 (74,287) (110,430) 98,935,606 D Baht Separate financial statements Balance as at The impacts Balance as at Income (expenses) during the period Balance as at December 31, 2019 of adoption of TFRSs related of financial January 1, 2020 In profit or loss In other comprehensive income June 30, 2020 instruments Deferred tax assets : Unrealized loss from derivatives - 122,280 122,280 1,067,736 - 1,190,016 Allowance for doubtful accounts and goods returns 1,433,215 444,040 1,877,255 1,884,928 - 3,762,183 Allowance for dilapidated and slow moving 33,103,713 - 33,103,713 4,383,629 - 37,487,342 Allowance for assets impairment 182,999 - 182,999 379,358 - 562,357 Employee benefits obligations 15,402,846 - 15,402,846 (791,758) - 14,611,088 Total 50,122,773 566,320 50,689,093 6,923,893 - 57,612,986 eferred tax liabilities: Unrealized gains from changes in investment values 7 (7) - 58...

DEFERRED TAX ASSETS AND LIABILITIES. 16.1 Deferred tax assets and liabilities, consisted of In Thousand Baht

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Assets and Liabilities At the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of Acquisition Corp. and the Company (collectively, the “Constituent Corporations”); and all the rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to any of the Constituent Corporations on whatever account, as well as all other things in action or belonging to each of the Constituent Corporations, shall be vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively the property of the Surviving Corporation as they were of the several and respective Constituent Corporations, and the title to any real estate vested by deed or otherwise in either of such Constituent Corporations shall not revert or be in any way impaired by the Merger; but all rights of creditors and all liens upon any property of any of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Corporations shall thenceforth attach to the Surviving Corporation, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.
Excluded Assets and Liabilities Notwithstanding that this ------------------------------- Agreement relates to the purchase of capital stock from Seller by Purchaser, which results in the Company retaining any and all of its assets and liabilities, it is understood and agreed that Seller shall remove from the Company's premises prior to Closing and/or, as appropriate, remove from the Company's books and records, only those particular assets set forth on Schedule 1.3 hereto (the "EXCLUDED ASSETS"). Further, Seller shall assume any and all liabilities set forth on Schedule 1.3 hereto (the "EXCLUDED LIABILITIES"). Purchaser agrees that it shall cause Penta-Gen and the Company to execute any and all such bills of sale, assignments and/or agreements as may be necessary to transfer title to the Excluded Assets to Seller and to assign and/or transfer the Excluded Liabilities to Seller. The parties hereto further agree that no other assets of the Company, whether tangible or intangible, shall be removed from the Company's premises or from the Company's books and records except in the ordinary course of the Company's Business as provided herein from and after December 31, 1995 through the Closing Date.
ERISA Plans and Liabilities All currently existing ERISA Plans are listed in the Disclosure Schedule. Except as disclosed in the Initial Financial Statements or in the Disclosure Schedule, no Termination Event has occurred with respect to any ERISA Plan and all ERISA Affiliates are in compliance with ERISA in all material respects. No ERISA Affiliate is required to contribute to, or has any other absolute or contingent liability in respect of, any "multiemployer plan" as defined in Section 4001 of ERISA. Except as set forth in the Disclosure Schedule: (i) no "accumulated funding deficiency" (as defined in Section 412(a) of the Code exists with respect to any ERISA Plan, whether or not waived by the Secretary of the Treasury or his delegate, and (ii) the current value of each ERISA Plan's benefits does not exceed the current value of such ERISA Plan's assets available for the payment of such benefits by more than $500,000.
Transfer of Assets and Liabilities On the Effective Date, the rights, privileges, powers and franchises, both of a public as well as of a private nature, of each of the Constituent Corporations shall be vested in and possessed by the Surviving Corporation, subject to all of the disabilities, duties and restrictions of or upon each of the Constituent Corporations; and all and singular rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, of each of the Constituent Corporations, and all debts due to each of the Constituent Corporations on whatever account, and all things in action or belonging to each of the Constituent Corporations shall be transferred to and vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest, shall be thereafter the property of the Surviving Corporation as they were of the Constituent Corporations, and the title to any real estate vested by deed or otherwise in either of the Constituent Corporations shall not revert or be in any way impaired by reason of the Merger; provided, however, that the liabilities of the Constituent Corporations and of their shareholders, directors and officers shall not be affected and all rights of creditors and all liens upon any property of either of the Constituent Corporations shall be preserved unimpaired, and any claim existing or action or proceeding pending by or against either of the Constituent Corporations may be prosecuted to judgment as if the Merger had not taken place except as they may be modified with the consent of such creditors and all debts, liabilities and duties of or upon each of the Constituent Corporations shall attach to the Surviving Corporation, and may be enforced against it to the same extent as if such debts, liabilities and duties had been incurred or contracted by it.
Tax Liability The Authorized Participant shall be responsible for the payment of any transfer tax, sales or use tax, stamp tax, recording tax, value added tax and any other similar tax or government charge applicable to the creation or redemption of any Basket made pursuant to this Agreement, regardless of whether or not such tax or charge is imposed directly on the Authorized Participant. To the extent the Trustee, the Sponsor or the Trust is required by law to pay any such tax or charge, the Authorized Participant agrees to promptly indemnify such party for any such payment, together with any applicable penalties, additions to tax or interest thereon.
Tax Attributes (i) Tax attributes with respect to, and the -------------- overpayment of, property taxes, sales and use taxes and franchise taxes which relate primarily to the Company Business and (ii) to the extent provided in the Tax Sharing Agreement, tax attributes with respect to, and the overpayment of, income and payroll taxes which relate to the Company Business or are otherwise allocated to the Company.
Taxes and Liabilities Pay, and cause each of its Subsidiaries to pay, when due all material taxes, assessments and other material liabilities except as contested in good faith and by appropriate proceedings with respect to which reserves have been established, and are being maintained, in accordance with GAAP except where failure to pay would not have a Material Adverse Effect.
ERISA Liabilities The Borrower shall not, and shall cause each of its ERISA Affiliates not to, (i) permit the assets of any of their respective Plans to be less than the amount necessary to provide all accrued benefits under such Plans, or (ii) enter into any Multiemployer Plan.
Tax and Accounting Consequences (a) It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations.

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