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

Filing of Tax Returns and Adjustments. (a) CBCS, CBT and the other Subsidiaries shall file (or cause to be filed) at their 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 Time 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 Time; provided, however, that neither CBCS, CBT nor any other Subsidiary shall file any such Tax returns, or other returns, elections or information statements with respect to any liabilities for Taxes (other than federal, state or local sales, use, withholding or employment tax returns or statements), or consent to any adjustment or otherwise compromise or settle any matters with respect to Taxes, without prior consultation with Heartland; provided, further, that neither CBCS, CBT nor any other Subsidiary shall make any election or take any other discretionary position with respect to Taxes, in a manner inconsistent with past practices, without the prior written approval of Heartland. 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 Heartland with a copy of appropriate workpapers, schedules, drafts and final copies of each federal and state income Tax return or election of CBCS and the Subsidiaries (including returns of all Plans) at least ten days before filing such return or election, and shall reasonably cooperate with any reasonable request by Heartland in connection therewith.

Filing of Tax Returns and Adjustments. (a) CBCS, CBT Premier Valley and the other Bank Subsidiaries shall file (or cause to be filed) at their own expense, on or prior to the due date, all Tax returnsReturns, including all Plan returns Returns and reports, for all Tax periods ending on or before the Effective Time where the due date for such returns Returns or reports (taking into account valid extensions of the respective due dates) falls on or before the Effective Time; provided, however, that neither CBCS, CBT Premier Valley nor any other Bank Subsidiary shall file any such Tax returnsReturns, or other returns, elections or information statements with respect to any liabilities for Taxes (other than federal, state or local sales, use, withholding or employment tax returns or statements), or consent to any adjustment or otherwise compromise or settle any matters with respect to Taxes, without prior consultation with Heartland; provided, further, that neither CBCS, CBT Premier Valley nor any other Bank Subsidiary shall make any election or take any other discretionary position with respect to Taxes, in a manner inconsistent with past practices, without the prior written approval of Heartland. 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 Liability for such additional Taxes shall not cause any representation of CBCS 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. CBCS Premier Valley shall provide Heartland with a copy of appropriate workpapers, schedules, drafts and final copies of each federal and state income Tax return Return or election of CBCS Premier Valley and the Subsidiaries (including returns of all Plans) at least ten (10) days before filing such return or election, election and shall reasonably cooperate with any reasonable request by Heartland in connection therewith.

Filing of Tax Returns and Adjustments. (a) CBCSMBI, CBT the Bank and the other Subsidiaries shall file (or cause to be filed) at their 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 Time Closing 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 TimeClosing Date; provided, however, that neither CBCSMBI, CBT the Bank nor any other Subsidiary shall file any such Tax returns, or other returns, elections or information statements with respect to any liabilities for Taxes (other than federal, state or local sales, use, withholding or employment tax returns or statements), or consent to any adjustment or otherwise compromise or settle any matters with respect to Taxes, without prior consultation with Heartland; provided, further, that neither CBCSMBI, CBT the Bank nor any other Subsidiary shall make any election or take any other discretionary position with respect to Taxes, in a manner inconsistent with past practices, without the prior written approval of Heartland, which approval shall not be unreasonably withheld. 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 TimeClosing Date, liability for such additional Taxes shall not cause any representation of CBCS MBI relating to Taxes to be untrue. CBCS MBI shall provide Heartland with a copy of appropriate workpapers, schedules, drafts and final copies of each federal and state income Tax return or election of CBCS MBI, the Bank and the other Subsidiaries (including returns of all Plans) at least ten five (5) days before the due date for filing such return or election, election and shall reasonably cooperate with any reasonable request by Heartland in connection therewith.

Filing of Tax Returns and Adjustments. (a) CBCS, CBT CIC and the other Subsidiaries Centennial shall file (or cause to be filed) at their own expense, on or prior to the due date, all Tax returnsReturns, including all Plan returns Returns and reports, for all Tax periods ending on or before the Effective Time where the due date for such returns Returns or reports (taking into account valid extensions of the respective due dates) falls on or before the Effective Time; provided, however, that neither CBCS, CBT CIC nor any other Subsidiary Centennial shall file any such Tax returnsReturns, or other returns, elections or information statements with respect to any liabilities for Taxes (other than federal, state or local sales, use, withholding or employment tax returns Tax Returns or statements), or consent to any adjustment or otherwise compromise or settle any matters with respect to Taxes, without prior consultation with Heartland; provided, further, that neither CBCS, CBT CIC nor any other Subsidiary Centennial shall make any election or take any other discretionary position with respect to Taxes, in a manner inconsistent with past practices, without the prior written approval of Heartland, which approval shall not be unreasonably withheld, conditioned or delayed. 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 Liability for such additional Taxes shall not cause any representation of CBCS 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. CBCS CIC shall provide Heartland with a copy of appropriate workpapers, schedules, drafts and final copies of each federal and state income Tax return Return or election of CBCS CIC and the Subsidiaries Centennial (including returns Returns of all Plans) at least ten days before filing such return Return or election, . CIC shall consider in good faith and shall reasonably cooperate with incorporate in the Return any reasonable request by comments that Heartland in connection therewithmay make with respect to such Return or election.