Common use of Tax Returns and Other Tax Matters Clause in Contracts

Tax Returns and Other Tax Matters. (i) AB&T and Alliance have timely filed or caused to be filed all federal, state, and local tax returns and reports which are required by law to have been filed, and all such returns and reports were true, correct, and complete in all material respects and contained all material information required to be contained therein; (ii) all federal, state, and local income, profits, franchise, sales, use, occupation, property, excise, and other taxes (including interest and penalties), charges and assessments which have become due from or been assessed or levied against AB&T, Alliance or their property have been fully paid, or if not yet due, a reserve or accrual, which is adequate in all material respects for the payment of all such taxes to be paid and the obligation for such unpaid taxes, is reflected in the AB&T Interim Financial Statements; (iii) the income, profits, franchise, sales, use, occupation, property, excise, withholding, employment and other tax returns and reports of AB&T and Alliance have not been subjected to audit by the Internal Revenue Service (the “IRS”) or the North Carolina Department of Revenue or any other taxing authority and neither AB&T nor Alliance has received any indication of the pendency of any audit or examination in connection with any tax return or report and, to the Best Knowledge of AB&T, no such return or report is subject to adjustment; and (iv) neither AB&T nor Alliance executed any waiver or extended the statute of limitations (or been asked to execute a waiver or extend a statute of limitations) with respect to any tax year, the audit of any tax return or report or the assessment or collection of any tax. The aggregate unpaid taxes of AB&T and Alliance (i) did not, as of the most recent fiscal quarter end, exceed, in any material respect, the reserve for tax liability (as opposed to any reserve for deferred taxes established to reflect timing differences between book and tax income) set forth on the face of the most recent balance sheet delivered to 1st Financial (as opposed to in any notes thereto) and (ii) do not exceed, in any material respect, that reserve as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of AB&T and Alliance in filing their Tax Returns. Since the date of the most recent balance sheet delivered to 1st Financial, neither AB&T nor Alliance has incurred any liability for taxes arising from extraordinary gains or losses, as that term is used in GAAP, outside the ordinary course of business consistent with past custom and practice.

Tax Returns and Other Tax Matters. (i) AB&T Each of FNB and Alliance have its subsidiaries has timely filed or caused to be filed filed, or obtained proper extensions of time for filing, all federal, state, state and local income tax returns and reports which are required by law to have been filed, and all such returns and reports were true, correct, correct and complete in all material respects and contained all material information required to be contained therein; (ii) all federal, state, state and local income, profits, franchise, sales, use, occupation, property, excise, withholding, employment and other taxes (including interest and penalties), charges and assessments which have become due from or been assessed or levied against AB&TFNB, Alliance its subsidiaries or their property respective properties have been fully paidpaid or, or if not yet due, a reserve or accrual, accrual which is reasonably believed by the management of FNB to be adequate in all material respects for the payment of all such taxes to be paid and the obligation for such unpaid taxes, taxes is reflected in on the AB&T Interim FNB Financial Statements; (iii) the income, profits, franchise, sales, use, occupation, property, excise, withholding, employment and other tax returns and reports of AB&T FNB and Alliance its subsidiaries have not been subjected subject to audit by the Internal Revenue Service (the “IRS”) IRS or the North Carolina Department of Revenue or any other taxing authority in the last seven years and neither AB&T FNB nor Alliance any of its subsidiaries has received any indication of the pendency of any audit or examination in connection with any such tax return or report and, to the Best Knowledge of AB&T, no or has any knowledge that any such return or report is subject to adjustment; and (iv) neither AB&T FNB nor Alliance any of its subsidiaries has executed any waiver or extended the statute of limitations (or been asked to execute a waiver or extend a statute of limitations) with respect to any tax year, the audit of any tax return or report or the assessment or collection of any tax. The aggregate unpaid taxes of AB&T and Alliance (i) did not, as of the most recent fiscal quarter end, exceed, in any material respect, the reserve for tax liability (as opposed to any reserve for deferred taxes established to reflect timing differences between book and tax income) set forth on the face of the most recent balance sheet delivered to 1st Financial (as opposed to in any notes thereto) and (ii) do not exceed, in any material respect, that reserve as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of AB&T and Alliance in filing their Tax Returns. Since the date of the most recent balance sheet delivered to 1st Financial, neither AB&T nor Alliance has incurred any liability for taxes arising from extraordinary gains or losses, as that term is used in GAAP, outside the ordinary course of business consistent with past custom and practice.

Tax Returns and Other Tax Matters. (i) AB&T ACB and Alliance American have timely filed or caused to be filed all federal, state, and local tax returns and reports which are required by law to have been filed, and to the Best Knowledge of management of ACB, all such returns and reports were true, correct, and complete in all material respects and contained all material information required to be contained therein; (ii) all federal, state, and local income, profits, franchise, sales, use, occupation, property, excise, and other taxes (including interest and penalties), charges and assessments which have become due from or been assessed or levied against AB&TACB, Alliance American or their property have been fully paid, or if not yet due, a reserve or accrual, which is adequate in all material respects for the payment of all such taxes to be paid and the obligation for such unpaid taxes, is reflected in the AB&T ACB Interim Financial Statements; (iii) the income, profits, franchise, sales, use, occupation, property, excise, withholding, employment and other tax returns and reports of AB&T ACB and Alliance American have not been subjected to audit by the Internal Revenue Service (the “IRS”) or the North Carolina Department of Revenue or any other taxing authority and neither AB&T ACB nor Alliance American has received any indication of the pendency of any audit or examination in connection with any tax return or report and, to the Best Knowledge of AB&Tmanagement of ACB, no such return or report is subject to adjustment; and and (iv) neither AB&T ACB nor Alliance American executed any waiver or extended the statute of limitations (or been asked to execute a waiver or extend a statute of limitations) with respect to any tax year, the audit of any tax return or report or the assessment or collection of any tax. The aggregate unpaid taxes of AB&T and Alliance (i) did not, as of the most recent fiscal quarter end, exceed, in any material respect, the reserve for tax liability (as opposed to any reserve for deferred taxes established to reflect timing differences between book and tax income) set forth on the face of the most recent balance sheet delivered to 1st Financial (as opposed to in any notes thereto) and (ii) do not exceed, in any material respect, that reserve as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of AB&T and Alliance in filing their Tax Returns. Since the date of the most recent balance sheet delivered to 1st Financial, neither AB&T nor Alliance has incurred any liability for taxes arising from extraordinary gains or losses, as that term is used in GAAP, outside the ordinary course of business consistent with past custom and practice.

Tax Returns and Other Tax Matters. (i) AB&T Integrity and Alliance have each of its subsidiaries has timely filed or caused to be filed filed, or obtained proper extensions of time for filing, all federal, state, state and local income tax returns and reports which are required by law to have been filed, and all such returns and reports were true, correct, correct and complete in all material respects and contained all material information required to be contained therein; (ii) all federal, state, state and local income, profits, franchise, sales, use, occupation, property, excise, withholding, employment and other taxes (including interest and penalties), charges and assessments which have become due from or been assessed or levied against AB&TIntegrity, Alliance any subsidiary or their property respective properties have been fully paidpaid or, or if not yet due, a reserve or accrual, accrual which is reasonably believed by the management of Integrity to be adequate in all material respects for the payment of all such taxes to be paid and the obligation for such unpaid taxes, taxes is reflected in on the AB&T Interim Integrity Financial Statements; (iii) the income, profits, franchise, sales, use, occupation, property, excise, withholding, employment and other tax returns and reports of AB&T Integrity and Alliance its subsidiaries have not been subjected subject to audit by the Internal Revenue Service (the “IRS”) or the North Carolina Department of Revenue or any other taxing authority in the last seven years and neither AB&T Integrity nor Alliance any subsidiary has received any indication of the pendency of any audit or examination in connection with any such tax return or report and, to the Best Knowledge of AB&T, no or has any knowledge that any such return or report is subject to adjustment; and (iv) neither AB&T Integrity nor Alliance any subsidiary has executed any waiver or extended the statute of limitations (or been asked to execute a waiver or extend a statute of limitations) with respect to any tax yeartax; (v) no closing agreements, private letter rulings, technical advice memoranda or similar agreements or rulings have been entered into or issued by any governmental authority with respect to Integrity and its subsidiaries; (vi) neither Integrity nor any of its subsidiaries maintains any compensation plans, programs or arrangements the audit of any tax return or report or the assessment or collection of any tax. The aggregate unpaid taxes of AB&T and Alliance (i) did not, payments under which would not reasonably be expected to be deductible as a result of the most recent fiscal quarter end, exceed, in any material respect, the reserve for tax liability (as opposed to any reserve for deferred taxes established to reflect timing differences between book and tax incomelimitations under Section 162(m) set forth on the face of the most recent balance sheet delivered Code and the regulations issued thereunder; (vii) neither Integrity nor any of its subsidiaries (A) has agreed, or is required, to 1st Financial make any adjustment under Section 481(a) of the Code or any comparable provision of state, local or foreign law or has any knowledge that a governmental authority has proposed any such adjustment or change in accounting method with respect to Integrity or its subsidiaries or (as opposed to B) has any application pending with any governmental authority requesting permission for any change in any notes thereto) accounting method; and (iiviii) do not exceedneither Integrity nor any of its subsidiaries is required to include any item of income in, in or exclude any material respectitem of deduction or loss from, that reserve as adjusted taxable income for the passage of time through any taxable period or portion thereof beginning on or after the Closing Date as a result of (A) a change in accordance with method of accounting for a taxable period beginning prior to the past custom and practice of AB&T and Alliance Closing Date, (B) any “closing agreement,” as described in filing their Tax Returns. Since the date Section 71 of the most recent balance sheet delivered Code, or any corresponding provision of state, local or foreign law, executed on or before the Closing Date, (C) any sale reported on the installment method where such sale occurred on or prior to 1st Financialthe Closing Date, neither AB&T nor Alliance has incurred (D) any liability for taxes arising from extraordinary gains prepaid amount received by Integrity or lossesany of its subsidiaries on or prior to the Closing Date of (E) any intercompany transactions or excess loss account described in Treasury Regulations under Section 1502 of the Code or any corresponding provision of state, as that term is used in GAAP, outside the ordinary course of business consistent with past custom and practicelocal or foreign law.

Tax Returns and Other Tax Matters. (i) AB&T and Alliance have Mutual has timely filed or caused to be filed all federal, state, state and local income tax returns and reports which are required by law to have been filed, and all such returns and reports were true, correct, correct and complete in all material respects and contained all material information required to be contained therein; (ii) all federal, state, state and local income, profits, franchise, sales, use, occupation, property, excise, withholding, employment and other taxes (including interest and penalties), charges and assessments which have become due from or been assessed or levied against AB&T, Alliance Mutual or their property its properties have been fully paidpaid or, or if not yet due, a reserve or accrual, which is adequate in all material respects for the payment of all such taxes to be paid and the obligation for such unpaid taxes, is reflected in on the AB&T Mutual Interim Financial Statements; (iii) the income, profits, franchise, sales, use, occupation, property, excise, withholding, employment and other tax returns and reports of AB&T and Alliance Mutual have not been subjected to audit by the Internal Revenue Service (the “IRS”) or the North Carolina Department of Revenue or any other taxing authority in the last six (6) years and neither AB&T nor Alliance Mutual has not received any indication of the pendency of any audit or examination in connection with any such tax return or report and, to the Best Knowledge of AB&T, and no such return or report is subject to adjustment; and (iv) neither AB&T nor Alliance Mutual has not executed any waiver or extended the statute of limitations (or been asked to execute a waiver or extend a statute of limitations) with respect to any tax year, the audit of any such tax return or report report, or the assessment or collection of any tax. The aggregate unpaid taxes of AB&T and Alliance (i) did not, as of the most recent fiscal quarter end, exceed, in any material respect, the reserve for tax liability (as opposed to any reserve for deferred taxes established to reflect timing differences between book and tax income) set forth on the face of the most recent balance sheet delivered to 1st Financial (as opposed to in any notes thereto) and (ii) do not exceed, in any material respect, that reserve as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of AB&T and Alliance in filing their Tax Returns. Since the date of the most recent balance sheet delivered to 1st Financial, neither AB&T nor Alliance has incurred any liability for taxes arising from extraordinary gains or losses, as that term is used in GAAP, outside the ordinary course of business consistent with past custom and practice.

Tax Returns and Other Tax Matters. (i) AB&T HC Financial and Alliance High Country --------------------------------- have timely filed or caused to be filed all federal, state, state and local income tax returns and reports which are required by law to have been filed, and all such returns and reports were true, correct, correct and complete in all material respects and contained all material information required to be contained therein; (ii) all federal, state, state and local income, profits, franchise, sales, use, occupation, property, excise, withholding, employment and other taxes (including interest and penalties), charges and assessments which have become due from or been assessed or levied against AB&T, Alliance HC Financial and High Country or their property respective properties have been fully paidpaid or, or if not yet due, a reserve or accrual, which is adequate in all material respects for the payment of all such taxes to be paid and the obligation for such unpaid taxes, is reflected in on the AB&T High Country Interim Financial Statements; (iii) the income, profits, franchise, sales, use, occupation, property, excise, withholding, employment and other tax returns and reports of AB&T HC Financial and Alliance High Country have not been subjected to audit by the Internal Revenue Service (the “"IRS”") or the North Carolina Department of Revenue or any other taxing authority Revenue, and neither AB&T nor Alliance has HC Financial and High Country have not received any indication of the pendency of any audit or examination in connection with any such tax return or report and, to the Best Knowledge of AB&Tmanagement of HC Financial and High Country, no such return or report is subject to adjustment; and (iv) neither AB&T nor Alliance HC Financial and High Country have not executed any waiver or extended the statute of limitations (or been asked to execute a waiver or extend a statute of limitations) with respect to any tax year, the audit of any such tax return or report report, or the assessment or collection of any tax. The aggregate unpaid taxes of AB&T and Alliance (i) did not, as of the most recent fiscal quarter end, exceed, in any material respect, the reserve for tax liability (as opposed to any reserve for deferred taxes established to reflect timing differences between book and tax income) set forth on the face of the most recent balance sheet delivered to 1st Financial (as opposed to in any notes thereto) and (ii) do not exceed, in any material respect, that reserve as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of AB&T and Alliance in filing their Tax Returns. Since the date of the most recent balance sheet delivered to 1st Financial, neither AB&T nor Alliance has incurred any liability for taxes arising from extraordinary gains or losses, as that term is used in GAAP, outside the ordinary course of business consistent with past custom and practice.