Common use of Filing of Tax Returns and Adjustments Clause in Contracts

Filing of Tax Returns and Adjustments. (a) Standard, on its behalf and on behalf of each of the Standard Subsidiaries, shall file (or cause to be filed) at its own expense, on or prior to the due date, all Tax returns, including all Plan returns and reports, for all Tax periods ending on or before the Effective Date where the due date for such returns or reports (taking into account valid extensions of the respective due dates) falls on or before the Effective Date; provided, however, that neither Standard nor any of the Standard Subsidiaries shall amend any Tax returns, or other returns, elections or information statements which reflects an additional liability for Taxes, or consent to any material adjustment or otherwise compromise or settle any material matters with respect to Taxes, without prior consultation with TCF; provided, further, that neither Standard nor any of the Standard Subsidiaries shall make any election or take any other discretionary position with respect to any material amount of Taxes in a manner inconsistent with past practices, without the prior written approval of TCF, which approval shall not be unreasonably withheld. In the event the granting or withholding of such approval by TCF results in additional Taxes owing for any Tax period ending on or before the Effective Date, the liability for such additional Taxes shall not constitute or be deemed to be a breach, violation of or failure to satisfy any representation, warranty, covenant, condition or other provision of this Agreement or otherwise be considered in determining whether any such breach, violation or failure to satisfy shall have occurred. Standard shall provide TCF with a copy of appropriate workpapers, schedules, drafts and final copies of each material federal and state income Tax return or election of Standard and each of the Standard Subsidiaries (including returns of all Plans) as soon as practicable before filing such return or election and the parties shall reasonably cooperate with each other in connection therewith.

Filing of Tax Returns and Adjustments. (a) Standard, on its behalf and on behalf of each of the Standard Subsidiaries, Target shall file (or cause to be filed) at its own expense, on or prior to the due date, all Tax returns, including all Plan returns and reports, for all Tax periods ending on or before the Effective Date where the due date for such returns or reports (taking into account valid extensions of the respective due dates) falls on or before the Effective Date; provided, however, that neither Standard nor any of the Standard Subsidiaries Target shall amend not file any Tax returns, or other returns, elections or information statements which reflects an additional liability with respect to any material liabilities for TaxesTaxes (other than federal, state or local sales, use, personal property, withholding or employment tax returns or statements), or consent to any material adjustment or otherwise compromise or settle any material matters with respect to Taxes, without prior consultation with TCFPurchaser; provided, further, that neither Standard nor any of the Standard Subsidiaries Target shall not make any election or take any other discretionary position with respect to any material amount of Taxes Taxes, in a manner inconsistent with past practices, without the prior written approval of TCFPurchaser, which approval shall not be unreasonably withheld. In the event the granting or withholding of such approval by TCF Purchaser results in additional Taxes owing for any Tax period ending on or before the Effective Date, the liability for such additional Taxes shall not constitute or be deemed to be a breach, violation of or failure to satisfy any representation, warranty, covenant, condition or other provision of this Agreement or otherwise be considered in determining whether any such breach, violation or failure to satisfy shall have occurred. Standard Target shall provide TCF Purchaser with a copy of appropriate workpapers, schedules, drafts and final copies of each material federal and state income Tax return or election of Standard and each of the Standard Subsidiaries Target (including returns of all Plans) as soon as practicable before filing such return or election and the parties shall reasonably cooperate with each other in connection therewith.