Common use of Taxes, Returns and Reports Clause in Contracts

Taxes, Returns and Reports. First Merchants and FMB have (a) duly filed all federal, state, local and foreign tax returns of every type and kind required to be filed by them as of the date hereof, and each return is true, complete and accurate in all material respects; (b) paid all material taxes, assessments and other governmental charges due and payable or claimed to be due and payable upon them or any of their income, properties or assets; and (c) not requested an extension of time for any such payments (which extension is still in force). Except for taxes not yet due and payable, the reserve for taxes on the First Merchants Financial Information is adequate to cover all of First Merchants’ and FMB’s tax liabilities (including, without limitation, income taxes and franchise fees) that may become payable in future years with respect to any transactions consummated prior to September 30, 2016. Neither First Merchants nor FMB has or will have, any liability for taxes of any nature for or with respect to the operation of their business, including the assets of any subsidiary, from September 30, 2016, up to and including the Effective Date, except to the extent reflected on the First Merchants Financial Information or on financial statements of First Merchants or any subsidiary subsequent to such date and as set forth in the First Merchants Disclosure Letter. Neither First Merchants nor FMB has received written notice that it is currently under audit by any state or federal taxing authority. Except as set forth in the First Merchants Disclosure Letter, none of the federal, state, or local tax returns of First Merchants or FMB have been audited by any taxing authority during the past five (5) years.

Taxes, Returns and Reports. First Merchants and FMB have (a) duly filed all federal, state, local and foreign tax returns of every type and kind required to be filed by them as of the date hereof, and each return is true, complete and accurate in all material respects; (b) paid all material taxes, assessments and other governmental charges due and payable or claimed to be due and payable upon them or any of their income, properties or assets; and (c) not requested an extension of time for any such payments (which extension is still in force). Except for taxes not yet due and payable, the reserve for taxes on the First Merchants Financial Information is adequate to cover all of First Merchants’ and FMB’s tax liabilities (including, without limitation, income taxes and franchise fees) that may become payable in future years with respect to any transactions consummated prior to September June 30, 20162018. Neither First Merchants nor FMB has or will have, any liability for taxes of any nature for or with respect to the operation of their business, including the assets of any subsidiary, from September June 30, 20162018, up to and including the Effective Date, except to the extent reflected on the First Merchants Financial Information or on financial statements of First Merchants or any subsidiary subsequent to such date and as set forth in the First Merchants Disclosure Letter. Neither First Merchants nor FMB has received written notice that it is currently under audit by any state or federal taxing authority. Except as set forth in the First Merchants Disclosure Letter, none of the federal, state, or local tax returns of First Merchants or FMB have been audited by any taxing authority during the past five (5) years.

Taxes, Returns and Reports. First Merchants and FMB its subsidiaries have (a) duly filed all federal, state, local and foreign tax returns of every type and kind required to be filed by them as of the date hereof, and each return is true, complete and accurate in all material respects; (b) paid in all material respects all taxes, assessments and other governmental charges due and payable or claimed to be due and payable upon them or any of their income, properties or assets; and (c) not requested an extension of time for any such payments (which extension is still in force). Except for taxes not yet due and payable, the reserve for taxes on the First Merchants Financial Information is adequate to cover all of First Merchants’ ' and FMB’s its subsidiaries' tax liabilities (including, without limitation, income taxes and franchise fees) that may become payable in future years with respect to any transactions consummated prior to September June 30, 20162001. Neither First Merchants nor FMB has not any of its subsidiaries has, or will have, any liability for taxes of any nature for or with respect to the operation of their business, including the assets of any subsidiary, from September June 30, 20162001, up to and including the Effective Date, except to the extent reflected on the their First Merchants Financial Information or on financial statements of First Merchants or any subsidiary subsequent to such date and as set forth in the First Merchants Disclosure Letter. Neither First Merchants nor FMB has received written notice that it any of its subsidiaries is currently under audit by any state or federal taxing authority. Except as set forth in the First Merchants Disclosure Letter, none of neither the federal, state, or local tax returns of First Merchants or FMB its subsidiaries have been audited by any taxing authority during the past five (5) years.

Taxes, Returns and Reports. First Merchants and FMB have (a) duly filed all federal, state, local and foreign tax returns of every type and kind required to be filed by them as of the date hereof, and each return is true, complete and accurate in all material respects; (b) paid all material taxes, assessments and other governmental charges due and payable or claimed to be due and payable upon them or any of their income, properties or assets; and (c) not requested an extension of time for any such payments (which extension is still in force). Except for taxes not yet due and payable, the reserve for taxes on the First Merchants Financial Information is adequate to cover all of First Merchants’ and FMB’s tax liabilities (including, without limitation, income taxes and franchise fees) that may become payable in future years with respect to any transactions consummated prior to September 30, 2016. Neither First Merchants nor FMB has or will have, any liability for taxes of any nature for or with respect to the operation of their business, including the assets of any subsidiary, from September 30, 2016, up to and including the Effective Date, except to the extent reflected on the First Merchants Financial Information or on financial statements of First Merchants or any subsidiary subsequent to such date and as set forth in the First Merchants Disclosure Letter. Neither First Merchants nor FMB has received written notice that it is currently under audit by any state or federal taxing authority. Except as set forth in the First Merchants Disclosure Letter, none of the federal, state, or local tax returns of First Merchants or FMB have been audited by any taxing authority during the past five (5) years.. 6.12

Taxes, Returns and Reports. First Merchants F&M and FMB the F&M Subsidiaries have (a) duly filed all federal, state, local and foreign tax returns of every type and kind required to be filed by them as of the date hereof, and each return is true, complete and accurate in all material respects; (b) paid all material taxes, assessments and other governmental charges due and payable or claimed to be due and payable upon them or any of their income, properties or assets; and (c) not requested an extension of time for any such payments (which extension is still in force). Except for taxes not yet due and payable, the reserve for taxes on the First Merchants F&M Financial Information is adequate to cover all of First MerchantsF&M’s and the F&M Subsidiaries’ and FMB’s tax liabilities (including, without limitation, income taxes and franchise fees) that may become payable in future years with respect to any transactions consummated prior to September 30December 31, 20162019. Neither First Merchants F&M nor FMB has the F&M Subsidiaries have or will have, any liability for taxes of any nature for or with respect to the operation of their business, including the assets of any subsidiary, from September 30December 31, 20162019, up to and including the Effective Date, except to the extent reflected on the First Merchants F&M Financial Information or on financial statements of First Merchants F&M or any subsidiary subsequent to such date and as set forth in the First Merchants F&M Disclosure Letter. Neither First Merchants F&M nor FMB has the F&M Subsidiaries have received written notice that it is currently under audit by any state or federal taxing authority. Except as set forth in the First Merchants F&M Disclosure Letter, none of the federal, state, or local tax returns of First Merchants F&M or FMB the F&M Subsidiaries have been audited by any taxing authority during the past five (5) years.

Taxes, Returns and Reports. First Merchants F&M and FMB the F&M Subsidiaries have (a) duly filed all federal, state, local and foreign tax returns of every type and kind required to be filed by them as of the date hereof, and each return is true, complete and accurate in all material respects; (b) paid all material taxes, assessments and other governmental charges due and payable or claimed to be due and payable upon them or any of their income, properties or assets; and (c) not requested an extension of time for any such payments (which extension is still in force). Except for taxes not yet due and payable, the reserve for taxes on the First Merchants F&M Financial Information is adequate to cover all of First MerchantsF&M’s and the F&M Subsidiaries’ and FMB’s tax liabilities (including, without limitation, income taxes and franchise fees) that may become payable in future years with respect to any transactions consummated prior to September 30December 31, 20162017. Neither First Merchants F&M nor FMB has the F&M Subsidiaries have or will have, any liability for taxes of any nature for or with respect to the operation of their business, including the assets of any subsidiary, from September 30December 31, 20162017, up to and including the Effective Date, except to the extent reflected on the First Merchants F&M Financial Information or on financial statements of First Merchants F&M or any subsidiary subsequent to such date and as set forth in the First Merchants F&M Disclosure Letter. Neither First Merchants F&M nor FMB has the F&M Subsidiaries have received written notice that it is currently under audit by any state or federal taxing authority. Except as set forth in the First Merchants F&M Disclosure Letter, none of the federal, state, or local tax returns of First Merchants F&M or FMB the F&M Subsidiaries have been audited by any taxing authority during the past five (5) years.

Taxes, Returns and Reports. First Merchants Except as set forth in the IALB Disclosure Letter, IALB and FMB the Subsidiaries have (a) duly filed all federal, state, local and foreign tax returns of every type and kind required to be filed by them as of the date hereof, and each return is true, complete and accurate in all material respects; (b) paid all material taxes, assessments and other governmental charges due and payable or claimed to be due and payable upon them or any of their income, properties or assets; and (c) not requested an extension of time for any such payments (which extension is still in force). Except for taxes not yet due and payable, the reserve for taxes on the First Merchants Financial Information is adequate to cover all of First MerchantsIALB’s and the Subsidiaries’ and FMB’s tax liabilities (including, without limitation, income taxes and franchise fees) that may become payable in future years with respect to any transactions consummated prior to September 30December 31, 2016. Neither First Merchants IALB nor FMB the Bank has or will have, any liability for taxes of any nature for or with respect to the operation of their business, including the assets of any subsidiarySubsidiary, from September 30December 31, 2016, up to and including the Effective Date, except to the extent reflected on the First Merchants their Financial Information or on financial statements of First Merchants IALB or any subsidiary the Subsidiaries subsequent to such date and as set forth in the First Merchants IALB Disclosure Letter. Neither First Merchants IALB nor FMB any Subsidiary has received written notice that it is currently under audit by any state or federal taxing authority. Except as set forth in the First Merchants IALB Disclosure Letter, none of the federal, state, or local tax returns of First Merchants IALB or FMB any Subsidiary have been audited by any taxing authority during the past five (5) years.

Taxes, Returns and Reports. First Merchants and FMB have (a) duly filed all federal, state, local and foreign tax returns of every type and kind required to be filed by them as of the date hereof, and each return is true, complete and accurate in all material respects; (b) paid all material taxes, assessments and other governmental charges due and payable or claimed to be due and payable upon them or any of their income, properties or assets; and (c) not requested an extension of time for any such payments (which extension is still in force). Except for taxes not yet due and payable, the reserve for taxes on the First Merchants Financial Information is adequate to cover all of First Merchants’ and FMB’s tax liabilities (including, without limitation, income taxes and franchise fees) that may become payable in future years with respect to any transactions consummated prior to September 30March 31, 20162014. Neither First Merchants nor FMB has or will have, any liability for taxes of any nature for or with respect to the operation of their business, including the assets of any subsidiary, from September 30March 31, 20162014, up to and including the Effective Date, except to the extent reflected on the First Merchants Financial Information or on financial statements of First Merchants or any subsidiary subsequent to such date and as set forth in the First Merchants Disclosure Letter. Neither First Merchants nor FMB has received written notice that it is currently under audit by any state or federal taxing authority. Except as set forth in the First Merchants Disclosure Letter, none of the federal, state, or local tax returns of First Merchants or FMB have been audited by any taxing authority during the past five (5) years.