Income Tax Matters. The Company may take such action as it deems appropriate to ensure that all applicable federal or state payroll, withholding, income or other taxes, if any, which are the sole and absolute responsibility of Participant, are withheld or collected from Participant. The Company shall not be required to withhold amounts unless required by applicable law. Participant acknowledges that, because Participant is a non-employee director of the Company, the Company is not subject to any federal or state income tax withholding obligations with respect to the RSUs awarded to Participant hereunder.

Participant acknowledges that, regardless of any action taken by the Company or, if different, the Affiliate which employs the Participant (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to Participant’s participation in the Plan and legally applicable to Participant (“Tax-Related Items”) is and remains Participant’s responsibility and may exceed the amount (if any) actually withheld by the Company or the Employer. Participant further acknowledges that the Company and/or the Employer # make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including, but not limited to, the grant, vesting or settlement of the RSUs, the subsequent sale of Shares acquired pursuant to the settlement of any RSUs and the receipt of any dividends or dividend equivalents; and # do not commit to and are under no obligation to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if Participant is subject to Tax-Related Items in more than one jurisdiction, Participant acknowledges that the Company and/or the Employer (or former Employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

Tax Matters. The Company, the Bank and each Subsidiary of the Company have # filed all material foreign, U.S. federal, state and local tax returns, information returns and similar reports that are required to be filed by them prior to the date hereof, or requests for extensions to file such returns have been timely filed, and all such tax returns were true, correct and complete in all material respects, and # paid all material taxes required to be paid by it and any other material assessment, fine or penalty levied against it other than taxes # currently payable without penalty or interest, or # being contested in good faith by appropriate proceedings.

Tax Matters. For purposes of [Sections 4(a)(i) and (ii)])] of the Agreement, [[Organization B:Organization]] agrees to deliver to [[Organization A:Organization]] one duly executed and completed United States Internal Revenue Service Form W-9 (or successor thereto) and [[Organization A:Organization]] shall provide to [[Organization B:Organization]] one duly executed and completed United States Internal Revenue Service Form ​​56 (or successor thereto). Such forms shall be delivered # upon execution and delivery of this Confirmation, # promptly upon reasonable request of the other party and # promptly upon learning that any such form previously provided by the other party has become obsolete or incorrect.

Tax Matters. All of the material Tax Returns required to be filed by the Seller or an applicable Seller Affiliate that relate in whole or in part to the Business or the Purchased Assets have been timely filed and # all such Tax Returns are true, complete and correct in all material respects, and # all material Taxes required to be paid by the Seller or an applicable Seller Affiliate that relate in whole or in part to the Business or the Purchased Assets (whether or not shown on any Tax Return) have been paid in full, including any Taxes the non-payment of which has resulted or would reasonably be expected to result in a Encumbrance on any Purchased Asset that survives the Closing or would reasonably be expected to result in Purchaser becoming liable or responsible therefor. Neither the Seller nor any Seller Affiliate has deferred or delayed the payment of any Taxes under Laws promulgated in response to the COVID-19 pandemic that would reasonably be expected to result in the Purchaser or any Purchaser Affiliate becoming liable or responsible therefor. Neither the Seller nor any Seller Affiliate has received any notice of a material audit, procedure, proceeding or contest, and is not undergoing any material audit, procedure, proceeding or contest, of Tax Returns or Taxes relating to the Business or the Purchased Assets and has never received any notice of material deficiency or assessment from any taxing authority with respect to any Liability for Taxes relating to the Business or the Purchased Assets which has not been fully paid or finally settled. Seller and each applicable Seller Affiliate has complied in all respects with all applicable Laws relating to the payment and withholding of Taxes and has withheld all amounts required by Law to be withheld from the wages or salaries of employees and independent contractors relating to the Business (or any other amount payable to any other Person) and is not liable for any Taxes with respect to the employees and independent contractors relating to the Business (or any such other Person) for failure to comply with such Laws, except for such Liabilities with respect to which none of Purchaser or any Purchaser Affiliate would reasonably be expected to be liable after the Closing. There are no outstanding waivers of any limitation periods or agreements, other than waivers obtained in the Ordinary Course of Business, providing for an extension of time for # the filing of any income or other material Tax Return with respect to the Purchased Assets or the Business, # the assessment or collection of any Tax by any relevant Governmental Body with respect to the Purchased Assets or the Business or # the payment of any Tax by Seller or any Seller Affiliate with respect to the Purchased Assets or the Business, in each case, except for waivers that would not reasonably be expected to result in Taxes for which Purchaser or any Purchaser Affiliate could be liable after the Closing. No Seller Affiliate that is selling, assigning, transferring, conveying and/or delivering any Purchased Asset pursuant to this Agreement has made an election pursuant to Section 897(i) of the Code. No closing agreement, private letter ruling, technical advice memoranda, advance pricing agreement, consent to an extension of time to make an election or consent to a change a method of accounting, has been requested from, entered into with or issued by any Governmental Body with respect to the Purchased Assets or the Business.

Tax Matters. HoldCo and the Company shall use commercially reasonable efforts prior to the Effective Time to cause the Share Exchange to qualify as a tax-free reorganization under Section 351 of the Code. Buyer and the Company shall use commercially reasonable efforts prior to the Effective Time to cause the Merger to qualify as a tax-free reorganization under Section 368(a)(1) of the Code. The parties hereto shall report the Share Exchange as a reorganization under Section 351 of the Code and report the Merger as a reorganization within the meaning of Section 368(a) of the Code, and neither Buyer, Merger Sub, HoldCo nor the Company shall take any action or fail to take any action prior to or following the Closing that would reasonably be expected to cause the Merger to fail to qualify as a reorganization.

Tax Matters. The Company will be entitled to withhold from any payments due under the Plan the amount of tax withholding it determines, in its sole discretion, to be required by law. The Company intends that the Plan will be administered in accordance with Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and other guidance promulgated thereunder (“[Section 409A]”) and that the compensation arrangements under the Plan will be exempt from [Section 409A] as “short-term deferrals” as described in [Section 409A]. The Plan will be construed in a manner to give effect to such intention. In accordance therewith, a Covered Executive’s right to receive any installment payments under this Plan shall be treated as a right to receive a series of separate and distinct payments. To the extent that any provision of the Plan is ambiguous as to its exemption from [Section 409A], the provision will be read in such a manner so that all payments hereunder are exempt from or comply with Section 409A. To the extent that any bonus payment under the Plan is determined to constitute “nonqualified deferred compensation” within the meaning of [Section 409A], the bonus payment will be subject to such additional rules and requirements as specified by the Compensation Committee from time to time in order to comply with Section 409A. Notwithstanding the foregoing, the Company makes no representation or warranty and shall have no liability to a Covered Executive or any other person if any provision of this Plan, or any bonus payment hereunder, is determined to constitute deferred compensation subject to Section 409A but does not satisfy an exemption from, or the conditions of, [Section 409A].

Tax Matters. The Company will withhold required federal, state and local taxes from any and all payments to Employee. Other than the Company’s obligation and right to withhold federal, state and local taxes, Employee will be responsible for any and all taxes, interest, and penalties that may be imposed with respect to the Retention Incentives, including but not limited to, those imposed under Internal Revenue Code Section 409A (“[Section 409A]”). To the extent that this Agreement is subject to Section 409A, Employee and the Company agree that the terms and conditions of this Agreement will be construed and interpreted to the maximum extent reasonably possible to comply with and avoid the imputation of any tax, penalty or interest under Section 409A.

Business of the Corporation

to the extent they have not been fully performed at or prior to the Time of Closing, the remaining representations and warranties set forth in Sections 3.1 and 3.2 shall continue in full force and effect for a period of two years from the date of this Agreement.