Tax Subsidiary means (i) any Subsidiary, (ii) any entity in which the Company owns, directly or indirectly, an equity interest (as determined for U.S. federal income tax purposes) of at least 10%, determined by either voting power or value, whichever is greater, or (iii) any entity of which the Company or any other subsidiary of the Company is a general partner or managing member.
Parent, Purchaser and all of Parent Tax Subsidiaries have complied with all obligations applicable to Parent, Purchaser or the relevant Parent Tax Subsidiary under Sections 6111 and 6112 of the Code.
Neither the Company nor any Tax Subsidiary has received any written notice from any taxing authority that it intends to conduct such an audit, examination or other proceeding in respect to Taxes or make any assessment for Taxes.
Except as set forth in Schedule 3.12, none of Piedmont, the Bank or any Tax Subsidiary has received any written notice of a proposed audit or proposed deficiency for any Tax which remains unpaid.
Except as set forth on Schedule 3.12 of the Piedmont Disclosure Schedules, no application for an extension of time for filing a Tax Return or consent to any extension of the period of limitations applicable to the assessment or collection of any Tax is in effect with respect to Piedmont, the Bank or any Tax Subsidiary.
There are no Tax liens upon any property or assets of Piedmont, the Bank or any Tax Subsidiary, except for liens for Taxes not yet past due.