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

Filing of Tax Returns and Adjustments. (a) Marshalltown, on its behalf and on behalf of each of the Marshalltown Subsidiaries, shall file (or cause to be filed) at its own expense, on or prior to the due date, all Tax Returns, including all Marshalltown Benefit Plan returns and reports, for all Tax periods ending on or before the Closing Date where the due date for such Returns (taking into account valid extension of the respective due dates) falls on or before the Closing Date; provided, however, that Marshalltown and the Marshalltown Subsidiaries shall not amend any Tax Returns, or other 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 HMN; provided, further, that Marshalltown and the Marshalltown Subsidiaries shall not 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 HMN. Marshalltown shall provide HMN with a copy of appropriate workpapers, schedules, drafts and final copies of each material federal and state income Tax Return or election of Marshalltown and the Marshalltown Subsidiaries (including returns of all Marshalltown Benefit Plans) as soon as practicable before filing such return or election and the parties shall reasonably cooperate with each other in connection therewith. (b) HMN, in its sole and absolute discretion, will file (or cause to be filed) all Tax Returns of Marshalltown and the Marshalltown Subsidiaries due after the Closing Date. After the Closing Date, HMN, in its sole and absolute discretion and to the extent permitted by law, shall have the right to amend, modify or otherwise change all Tax Returns of Marshalltown and the Marshalltown Subsidiaries for all Tax periods.

Filing of Tax Returns and Adjustments. (a) Marshalltown, on its behalf Chouteau and on behalf of each of the Marshalltown Subsidiaries, Subsidiaries shall file (or cause to be filed) at its filed)at their own expense, on or prior to the due date, all Tax Returnsreturns, including all Marshalltown Benefit Plan returns and reports, for all Tax periods ending on or before the Closing Effective Date where the due date for such Returns returns or reports (taking into account valid extension extensions of the respective due dates) falls on or before the Closing Effective Date; provided, however, that Marshalltown and neither of Chouteau or the Marshalltown Subsidiaries shall not amend file any such Tax Returnsreturns, or other returns, elections or information statements which reflects an additional liability with respect to any liabilities for TaxesTaxes (other than federal, state or local sales, use, 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 HMNUnited; provided, further, that Marshalltown and neither of Chouteau or the Marshalltown Subsidiaries 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 HMNUnited. Marshalltown Chouteau shall provide HMN United with a copy of appropriate workpapers, schedules, drafts and final copies of each material federal and state income Tax Return return or election of Marshalltown Chouteau and the Marshalltown Subsidiaries (including returns of all Marshalltown Benefit Plans) as soon as practicable at least ten days before filing such return or election and the parties shall reasonably cooperate with each other any request by United in connection therewith. (b) HMNUnited, in its sole and absolute discretion, will file (or cause to be filed) all Tax Returns returns of Marshalltown Chouteau and the Marshalltown Subsidiaries due after the Closing Effective Date. After the Closing Effective Date, HMNUnited, in its sole and absolute discretion and to the extent permitted by law, shall have the right to amend, modify or otherwise change all Tax Returns returns of Marshalltown Chouteau and the Marshalltown Subsidiaries for all Tax periods.

Filing of Tax Returns and Adjustments. (a) MarshalltownMBI, on its behalf the Bank and on behalf of each of the Marshalltown Subsidiaries, other Subsidiaries shall file (or cause to be filed) at its their own expense, on or prior to the due date, all Tax Returnsreturns, including all Marshalltown Benefit Plan returns and reports, for all Tax periods ending on or before the Closing Date where the due date for such Returns returns or reports (taking into account valid extension extensions of the respective due dates) falls on or before the Closing Date; provided, however, that Marshalltown and neither MBI, the Marshalltown Subsidiaries Bank nor any other Subsidiary shall not amend file any such Tax Returnsreturns, or other returns, elections or information statements which reflects an additional liability with respect to any liabilities for TaxesTaxes (other than federal, state or local sales, use, 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 HMNHeartland; provided, further, that Marshalltown and neither MBI, the Marshalltown Subsidiaries Bank nor any other Subsidiary 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 HMNHeartland, which approval shall not be unreasonably withheld. Marshalltown In the event the granting or withholding of such approval by Heartland results in additional Taxes owing for any Tax period ending on or before the Closing Date, liability for such additional Taxes shall not cause any representation of MBI relating to Taxes to be untrue. MBI shall provide HMN Heartland with a copy of appropriate workpapers, schedules, drafts and final copies of each material federal and state income Tax Return return or election of Marshalltown MBI, the Bank and the Marshalltown other Subsidiaries (including returns of all Marshalltown Benefit Plans) as soon as practicable at least five (5) days before the due date for filing such return or election and the parties shall reasonably cooperate with each other any reasonable request by Heartland in connection therewith. (b) HMN, in its sole and absolute discretion, Heartland will file (or cause to be filed) all Tax Returns returns of Marshalltown MBI, the Bank and the Marshalltown other Subsidiaries due after the Closing Date. After the Closing Date, HMNHeartland, in its sole and absolute discretion and to the extent permitted by law, shall have the right to amend, modify or otherwise change all Tax Returns returns of Marshalltown MBI, the Bank and the Marshalltown other Subsidiaries for all Tax periods. To the extent Heartland amends any such Tax returns, other than an amendment at the request of the applicable federal, state, local or foreign Tax authority, and such amendment results in additional Taxes owing for any Tax period ending on or before the Closing Date, such additional Taxes shall not cause any representation of MBI relating to Taxes to be untrue. Heartland shall provide Stockholders' Representatives Tax returns that result in additional Taxes owing for any Tax period ending on or before the Closing Date at least five (5) days before the due date for filing such Tax return. Heartland shall allow the Stockholders' Representatives to comment on any Tax returns filed after the Closing Date, including any amended Tax returns.

Filing of Tax Returns and Adjustments. (a) Marshalltown, on its behalf CIC and on behalf of each of the Marshalltown Subsidiaries, Centennial shall file (or cause to be filed) at its their own expense, on or prior to the due date, all Tax Returns, including all Marshalltown Benefit Plan returns Returns and reports, for all Tax periods ending on or before the Closing Date Effective Time where the due date for such Returns or reports (taking into account valid extension extensions of the respective due dates) falls on or before the Closing DateEffective Time; provided, however, that Marshalltown and the Marshalltown Subsidiaries neither CIC nor Centennial shall not amend file any Tax such Returns, or other returns, elections or information statements which reflects an additional liability with respect to any liabilities for TaxesTaxes (other than federal, state or local sales, use, 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 HMNHeartland; provided, further, that Marshalltown and the Marshalltown Subsidiaries neither CIC nor Centennial 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 HMNHeartland, which approval shall not be unreasonably withheld, conditioned or delayed. Marshalltown In the event the granting or withholding of such approval by Heartland results in additional Taxes owing for any Tax period ending on or before the Effective Time, Liability for such additional Taxes shall not cause any representation of CIC relating to Taxes to be untrue, and to the extent such Liability would otherwise result in a reduction in the Adjusted Tangible Equity at Closing, such Liability shall be ignored for purposes of calculating Adjusted Tangible Equity. CIC shall provide HMN Heartland with a copy of appropriate workpapers, schedules, drafts and final copies of each material federal and state income Tax Return or election of Marshalltown CIC and the Marshalltown Subsidiaries Centennial (including returns Returns of all Marshalltown Benefit Plans) as soon as practicable at least ten days before filing such return Return or election election. CIC shall consider in good faith and incorporate in the parties shall reasonably cooperate Return any reasonable comments that Heartland may make with each other in connection therewithrespect to such Return or election. (b) HMNHeartland, in its sole and absolute discretiondiscretion and at its sole expense, will file (or cause to be filed) all Tax Returns of Marshalltown CIC and the Marshalltown Subsidiaries Centennial due after the Closing DateEffective Time. After the Closing DateEffective Time, HMNHeartland, in its sole and absolute discretion and to the extent permitted by lawLaw, shall have the right to amend, modify or otherwise change all Tax Returns of Marshalltown CIC and the Marshalltown Subsidiaries Centennial for all Tax periods. To the extent Heartland amends any such Returns, other than an amendment to comply with applicable Law, to correct an error or made at the request of the applicable federal, state, local or foreign Tax authority, and such amendment results in additional Taxes owing for any Tax period ending on or before the Effective Time, such additional Taxes shall not cause any representation of CIC relating to Taxes to be untrue.

Filing of Tax Returns and Adjustments. (a) Marshalltown, on its behalf Premier Valley and on behalf of each of the Marshalltown Subsidiaries, Bank Subsidiaries shall file (or cause to be filed) at its their own expense, on or prior to the due date, all Tax Returns, including all Marshalltown Benefit Plan returns Returns and reports, for all Tax periods ending on or before the Closing Date Effective Time where the due date for such Returns or reports (taking into account valid extension extensions of the respective due dates) falls on or before the Closing DateEffective Time; provided, however, that Marshalltown and the Marshalltown Subsidiaries neither Premier Valley nor any Bank Subsidiary shall not amend file any Tax such Returns, or other returns, elections or information statements which reflects an additional liability with respect to any liabilities for TaxesTaxes (other than federal, state or local sales, use, 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 HMNHeartland; provided, further, that Marshalltown and the Marshalltown Subsidiaries neither Premier Valley nor any Bank Subsidiary 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 HMNHeartland. Marshalltown In the event the granting or withholding of such approval by Heartland results in additional Taxes owing for any Tax period ending on or before the Effective Time, Liability for such additional Taxes shall not cause any representation of Premier Valley relating to Taxes to be untrue, and to the extent such Liability would otherwise result in a reduction in the Tangible Equity at Closing, such Liability shall be ignored for purposes of Section 6.9. Premier Valley shall provide HMN Heartland with a copy of appropriate workpapers, schedules, drafts and final copies of each material federal and state income Tax Return or election of Marshalltown Premier Valley and the Marshalltown Subsidiaries (including returns of all Marshalltown Benefit Plans) as soon as practicable at least ten (10) days before filing such return or election and the parties shall reasonably cooperate with each other any request by Heartland in connection therewith. (b) HMNHeartland, in its sole and absolute discretiondiscretion and at its sole expense, will file (or cause to be filed) all Tax Returns of Marshalltown Premier Valley and the Marshalltown other Subsidiaries due after the Closing DateEffective Time. After the Closing DateEffective Time, HMNHeartland, in its sole and absolute discretion and to the extent permitted by lawLaw, shall have the right to amend, modify or otherwise change all Tax Returns of Marshalltown Premier Valley and the Marshalltown other Subsidiaries for all Tax periods. To the extent Heartland amends any such Returns, other than an amendment at the request of the applicable federal, state, local or foreign Tax authority, and such amendment results in additional Taxes owing for any Tax period ending on or before the Effective Time, such additional Taxes shall not cause any representation of Premier Valley relating to Taxes to be untrue.

Filing of Tax Returns and Adjustments. (a) MarshalltownCBCS, on its behalf CBT and on behalf of each of the Marshalltown Subsidiaries, other Subsidiaries shall file (or cause to be filed) at its their own expense, on or prior to the due date, all Tax Returnsreturns, including all Marshalltown Benefit Plan returns and reports, for all Tax periods ending on or before the Closing Date Effective Time where the due date for such Returns returns or reports (taking into account valid extension extensions of the respective due dates) falls on or before the Closing DateEffective Time; provided, however, that Marshalltown and the Marshalltown Subsidiaries neither CBCS, CBT nor any other Subsidiary shall not amend file any such Tax Returnsreturns, or other returns, elections or information statements which reflects an additional liability with respect to any liabilities for TaxesTaxes (other than federal, state or local sales, use, 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 HMNHeartland; provided, further, that Marshalltown and the Marshalltown Subsidiaries neither CBCS, CBT nor any other Subsidiary 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 HMNHeartland. Marshalltown In the event the granting or withholding of such approval by Heartland results in additional Taxes owing for any Tax period ending on or before the Effective Time, liability for such additional Taxes shall not cause any representation of CBCS relating to Taxes to be untrue. CBCS shall provide HMN Heartland with a copy of appropriate workpapers, schedules, drafts and final copies of each material federal and state income Tax Return return or election of Marshalltown CBCS and the Marshalltown Subsidiaries (including returns of all Marshalltown Benefit Plans) as soon as practicable at least ten days before filing such return or election election, and the parties shall reasonably cooperate with each other any reasonable request by Heartland in connection therewith. (b) HMNHeartland, in its sole and absolute discretiondiscretion and at its sole expense, will file (or cause to be filed) all Tax Returns returns of Marshalltown CBCS, CBT and the Marshalltown other Subsidiaries due after the Closing DateEffective Time. After the Closing DateEffective Time, HMNHeartland, in its sole and absolute discretion and to the extent permitted by law, shall have the right to amend, modify or otherwise change all Tax Returns returns of Marshalltown CBCS, CBT and the Marshalltown other Subsidiaries for all Tax periods.