---
title: "Extract tax representations and indemnities from a purchase agreement"
url: "https://ailawframework.com/practice/taxation/extract-tax-representations-indemnities-and-locked-box-figures-from-an-s/united-states"
type: "task_jurisdiction_version"
site: "AI Law Framework"
id: "A26-A20260923-3-US"
practice_area: "Taxation"
tier: "green"
lawyer_review: "required"
jurisdictions: ["US"]
last_reviewed: "2026-10-22"
---

# Extract tax representations and indemnities from a purchase agreement

> Extract each tax representation, tax indemnity, and any locked-box or completion-accounts figure the agreement states, with the clause reference, and flag a blank or a cross-reference the tool cannot read.

Canonical page: https://ailawframework.com/practice/taxation/extract-tax-representations-indemnities-and-locked-box-figures-from-an-s/united-states  
Last reviewed: 2026-10-22

Site index for agents: https://ailawframework.com/llms.txt

## Key facts

| Fact | Value |
| --- | --- |
| Practice area | [Taxation](https://ailawframework.com/practice/taxation.md) |
| Human involvement | Green: AI drafts, lawyer checks |
| How AI is used | Extract each tax representation, tax indemnity, and any locked-box or completion-accounts figure the agreement states, with the clause reference, and flag a blank or a cross-reference the tool cannot read. |
| What the lawyer must review | Formal Opinion 512: test the tool on a sample of agreements, by reading them against the extract, before relying on this kind of table, and read any field the tool flags. The extract is not a conclusion about the tax result. Model Rule 1.6: do not put the agreement into a public tool. Office of Professional Responsibility Issue 2026-19: verify facts, citations and calculations before anything is sent to the IRS. Nothing in this table is sent until you have checked it. |
| Written for | United States |
| Applies to | [Extract tax representations, indemnities and locked-box figures from an SPA](https://ailawframework.com/practice/taxation/extract-tax-representations-indemnities-and-locked-box-figures-from-an-s.md) |

## Checking plan

- What the AI does: Extract each tax representation, tax indemnity, and any locked-box or completion-accounts figure the agreement states, with the clause reference, and flag a blank or a cross-reference the tool cannot read.
- Basis: Checked against the linked sources on 22 October 2026. Confirm the current instrument before reliance.

## Notes

- The table copies the clause. It does not decide the tax treatment.
- A locked-box or completion-accounts figure is the number in the agreement, not a recomputed tax.

## Sources

- [ABA Formal Opinion 512, Generative Artificial Intelligence Tools (29 July 2024)](https://www.americanbar.org/content/dam/aba/administrative/professional_responsibility/ethics-opinions/aba-formal-opinion-512.pdf) (checked 2026-10-22)
- [IRS Office of Professional Responsibility, Issue 2026-19, Introductory Guidelines for Responsible AI Use in Federal Tax Practice](https://www.irs.gov/pub/opr-taxpros/issue-number-2026-19-introductory-guidelines-for-responsible-ai-use-in-federal-tax-practice.pdf) (checked 2026-10-22)
- [ABA Model Rule 1.6, Confidentiality of Information](https://www.americanbar.org/groups/professional_responsibility/publications/model_rules_of_professional_conduct/rule_1_6_confidentiality_of_information/) (checked 2026-10-22)

## Forms and precedents for this task

| Form or precedent | Kind | AI level | Summary |
| --- | --- | --- | --- |
| [Tax due diligence request list and issues register (share or business acquisition of an Australian private company)](https://ailawframework.com/precedents/taxation/tax-due-diligence-request-list-and-issues-register.md) | Checklist | Yellow | Buy-side tax due diligence request list and issues register for an Australian private company: income tax, Division 7A, GST, PAYG and super (with incoming director penalty exposure), state taxes and… |

Signed-in accounts can read the full text of each one.

*Practice guidance for planning and review. Confirm current primary sources and the requirements of the actual matter. This is general information, not legal advice.*