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. (b) TCF, in its sole and absolute discretion, will file (or cause to be filed) all Tax returns of Bank due after the Effective Date. After the Effective Date, TCF, 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 Standard and each Standard Subsidiary for all Tax periods.

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. (b) TCFPurchaser, in its sole and absolute discretion, will file (or cause to be filed) all Tax returns of Bank Target due after the Effective Date. After the Effective Date, TCFPurchaser, 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 Standard and each Standard Subsidiary Target for all Tax periods.

Filing of Tax Returns and Adjustments. (a) Standard, on its behalf and on behalf of each of the Standard Subsidiaries, TC 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 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 DateTime; provided, however, that neither Standard nor TC shall not file any of the Standard Subsidiaries shall amend any such Tax 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 TCFPUB and PIB; provided, further, that neither Standard nor any of the Standard Subsidiaries TC 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 TCF, which approval shall not be unreasonably withheldPUB and PIB. 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 TC shall provide TCF PUB and PIB 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 TC at least ten days before filing such return or election and the parties shall reasonably cooperate with each other any request by PUB or PIB in connection therewith. (b) TCFPIB, in its sole and absolute discretiondiscretion and at its sole expense, will file (or cause to be filed) all Tax returns of Bank TC due after the Effective DateTime. After the Effective DateTime, TCFPIB, 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 Standard and each Standard Subsidiary TC for all Tax periods. To the extent PIB 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 Effective Time, such additional Taxes shall not cause any representation of TC relating to Taxes to be untrue.

Filing of Tax Returns and Adjustments. (a) Standard, on its behalf LB and on behalf of each of the Standard Subsidiaries, LSB shall file (or cause to be filed) at its 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 Date 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 DateTime; provided, however, that neither Standard LB nor LSB shall file any of the Standard Subsidiaries shall amend any such Tax 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 TCFPUB; provided, further, that neither Standard LB nor any of the Standard Subsidiaries LSB shall 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 TCF, which approval shall not be unreasonably withheldPUB. 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 LB shall provide TCF PUB with a copy of appropriate workpapers, schedules, drafts and final copies of each material federal and state income Tax return or election of Standard LB and each of the Standard Subsidiaries (including returns of all Plans) as soon as practicable LSB at least ten days before filing such return or election and the parties shall reasonably cooperate with each other any request by PUB in connection therewith. (b) TCFPUB, in its sole and absolute discretiondiscretion and at its sole expense, will file (or cause to be filed) all Tax returns of Bank LB and LSB due after the Effective DateTime. After the Effective DateTime, TCFPUB, 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 Standard LB and each Standard Subsidiary LSB for all Tax periods. To the extent PUB 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 Effective Time, such additional Taxes shall not cause any representation of LB relating to Taxes to be untrue.