Common use of Responsibility for Filing Tax Returns for Periods through Closing Date Clause in Contracts

Responsibility for Filing Tax Returns for Periods through Closing Date. Pro-Fac shall include the income of the Company and its Subsidiaries (including any deferred items triggered into income by Reg. Section 1.1502-13 and any excess loss account taken into income under Reg. Section 1.1502-19) on Pro-Fac's consolidated federal income Tax Returns for all periods through the Closing Date and pay any federal income Taxes attributable to such income; provided, that the Company shall be responsible for the payment of Income Taxes payable with respect to the Pre-Closing Tax Period, up to the amount of and not to exceed the Income Tax Reserve, with respect to the net income of the Company and its Subsidiaries that is included in Pro-Fac's consolidated federal and state Income Tax Returns for such periods through the Closing Date. Pro-Fac shall deliver to the Company notice of any amount payable by the Company as contemplated by the prior sentence not less than 60 days prior to the due date for payment thereof, and the Company shall have the right to review the Tax Returns in question and to recalculate any amount determined by Pro-Fac to be payable. The Company shall pay to Pro-Fac the amount due (subject to any such recalculation). The Company shall indemnify Pro-Fac and hold it harmless from any Liabilities of Pro-Fac resulting from any reduction of amounts payable to Tax Authorities based on the Company's recalculation of amounts determined to be due by Pro-Fac. For all taxable periods ending on or before the Closing Date, Pro-Fac shall cause the Company and its Subsidiaries to join in Pro-Fac's consolidated federal income tax return and, in jurisdictions requiring separate reporting from Pro-Fac, to file separate company foreign, state and local income tax returns. All such Tax Returns shall be prepared and filed in a manner consistent with prior practice, except as required by a change in applicable law. Buyer shall have the right to review and comment on any such Tax Returns prepared by Pro-Fac. The Company and its Subsidiaries shall furnish information to Pro-Fac as reasonably requested by Pro-Fac to allow Pro-Fac to satisfy its obligations under this section in accordance with past custom and practice. The Company and its Subsidiaries and Buyer shall consult and cooperate with Pro-Fac as to any elections to be made on returns of the Company and its Subsidiaries for periods ending on or before the Closing Date.

Responsibility for Filing Tax Returns for Periods through Closing Date. Pro-Fac (i) The Purchaser shall prepare or cause to be prepared and filed all Tax Returns for the Bank that are filed after the Closing Date other than income Tax Returns with respect to periods for which Bank is included in the consolidated federal income Tax Return of the Seller Group, including any state income Tax Returns for such period (whether filed separately or on a consolidated basis) (“Separate Returns”). The Seller at its expense shall cooperate fully in connection with the preparation and filing by the Purchaser of such Tax Returns and any audit, litigation or other proceeding with respect to such Tax Return including, without limitation, the delivery of any requested records and information concerning the Tax Return. The Seller shall pay when due all Taxes relating to or arising from their ownership of the Bank up to and including the Closing Date to the extent such Taxes are not included in the Closing Balance Sheet. (ii) The Seller Group shall include the income of the Company and its Subsidiaries Bank (including any deferred items triggered into income by Reg. Section §1.1502-13 and any excess loss account taken into income under Reg. Section §1.1502-19) on Pro-Fac's the Seller Group’s consolidated federal income Tax Returns for all periods through the Closing Date and pay any federal income Taxes attributable to such income; provided, that the Company shall be responsible for the payment of Income Taxes payable with respect to the Pre-Closing Tax Period, up to the amount of and not to exceed the Income Tax Reserve, with respect to the net income of the Company and its Subsidiaries that is included in Pro-Fac's consolidated federal and state Income Tax Returns for such periods through the Closing Date. Pro-Fac shall deliver to the Company notice of any amount payable by the Company as contemplated by the prior sentence not less than 60 days prior to the due date for payment thereof, and the Company shall have the right to review the Tax Returns in question and to recalculate any amount determined by Pro-Fac to be payable. The Company shall pay to Pro-Fac the amount due (subject to any such recalculation). The Company shall indemnify Pro-Fac and hold it harmless from any Liabilities of Pro-Fac resulting from any reduction of amounts payable to Tax Authorities based on the Company's recalculation of amounts determined to be due by Pro-Fac. For all taxable periods ending on or before the Closing Date, Pro-Fac shall cause the Company and its Subsidiaries to join in Pro-Fac's consolidated federal income tax return and, in jurisdictions requiring separate reporting from Pro-Fac, to file separate company foreign, state and local income tax returns. All such Such Tax Returns shall be prepared and filed in a manner consistent with prior practice, except as required by a change in applicable law. Buyer The Purchaser shall have the right to review and comment on any such the portions of the Tax Returns that relate to the Bank prepared by Pro-Facthe Seller Group. The Company and its Subsidiaries Purchaser shall cause the Bank to furnish information to Pro-Fac the Seller as reasonably requested by Pro-Fac the Seller to allow Pro-Fac the Seller Group to satisfy its their obligations under this section in accordance with past custom and practice. (iii) The Seller Group shall include the income of the Bank in all state, local, and foreign consolidated, unitary, combined or similar Tax Returns of the Seller Group that are required to include the Bank for all periods through the Closing Date and pay any Taxes attributable to the Bank. Such Tax Returns shall be prepared and filed in a manner consistent with prior practice, except as required by a change in applicable law. The Company Purchaser shall have the right to review the portions of the Tax Returns that relate to the Bank prepared by the Seller Group. The Purchaser shall cause the Bank to furnish information to the Seller Group as reasonably requested by the Seller Group to allow the Seller Group to satisfy their obligations under this section in accordance with past custom and its Subsidiaries practice. (iv) The Seller Group shall cooperate fully, as and Buyer to the extent reasonably requested by the Purchaser or the Bank, in connection with the filing of Tax Returns pursuant to this Section 8.6 and any audit, litigation or other proceeding with respect to Taxes. The Purchaser shall consult cooperate fully, as and cooperate to the extent reasonably requested by the Seller Group, in connection with Pro-Fac as the filing of the Tax Returns filed by the Seller Group. Such cooperation shall include the retention and (upon the other Party’s request) the provision of records and information that are reasonably relevant to any elections such audit, litigation or other proceeding and making employees available on a mutually convenient basis to be made on returns provide additional information and explanation of any material provided hereunder. The Seller Group shall retain all books and records of the Company and its Subsidiaries for periods ending on or Seller Group with respect to Tax matters pertinent to the Bank relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by the Purchaser, any reasonable extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and give the other Party reasonable written notice prior to transferring, destroying or discarding any such books and records. (v) The Purchaser and the Seller Group further agree, upon request, to use commercially reasonable efforts to obtain any certificate or other document from any governmental authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby). (vi) All tax-sharing agreements or similar agreements with respect to or involving the Bank shall be terminated as of the Closing Date and, after the Closing Date, the Bank shall not be bound thereby or have any liability thereunder.

Responsibility for Filing Tax Returns for Periods through Closing Date. Pro-Fac The Seller shall include the income of the Company and its Subsidiaries (including any deferred items triggered into income by Reg. Treasury Regulation Section 1.1502-13 and any excess loss account taken into income under Reg. Treasury Regulation Section 1.1502-19) on Pro-Facthe Seller's consolidated federal income Tax Returns for all periods through the Closing Date and pay any federal income Taxes attributable to such income; provided, that the Company shall be responsible for the payment of Income Taxes payable with respect to the Pre-Closing Tax Period, up to the amount of and not to exceed the Income Tax Reserve, with respect to the net income of the Company and its Subsidiaries that is included in Pro-Fac's consolidated federal and state Income Tax Returns for such periods through the Closing Date. Pro-Fac shall deliver to the Company notice of any amount payable by the Company as contemplated by the prior sentence not less than 60 days prior to the due date for payment thereof, and the Company shall have the right to review the Tax Returns in question and to recalculate any amount determined by Pro-Fac to be payable. The Company shall pay to Pro-Fac the amount due (subject to any such recalculation). The Company shall indemnify Pro-Fac and hold it harmless from any Liabilities of Pro-Fac resulting from any reduction of amounts payable to Tax Authorities based on the Company's recalculation of amounts determined to be due by Pro-Fac. For all taxable periods ending on or before the Closing Date, Pro-Fac the Seller shall cause the Company and its Subsidiaries to join in Pro-Facthe Seller's consolidated federal income tax return Tax Return and, in jurisdictions requiring separate reporting from Pro-Facthe Seller, to file separate company foreign, state and local income tax returnsTax Returns. All such Tax Returns shall be prepared and filed in a manner consistent with prior practice, except as required by a change in applicable law. The Buyer shall have the right to review and comment on any such separate Tax Returns and, with respect to a consolidated federal income Tax Return of the Seller, that portion of such return that relates to the Company or its Subsidiaries, as prepared by Pro-Facthe Seller and the Seller shall make such changes to such Tax Returns as reasonably suggested by the Buyer. The Seller shall deliver the a copy of such Tax Returns on or before thirty (30) days prior to the applicable due date of any such Tax Return and prior to filing such Tax Return. The Buyer shall deliver all such comments in writing to the Seller not later than ten (10) Business Days after delivery of the Tax Returns from the Seller. To the extent the Buyer and the Seller disagree as to the amount of taxable income (or loss) to be included in the Seller's income Tax Return, the Seller and the Buyer agree that such Tax Return shall be submitted to a mutually agreed upon independent certified accounting firm. Any determination by the accounting firm shall be binding on the parties as to the amount of taxable income (or loss) to be included in the Seller's consolidated federal or state income Tax Return for the period ending as of the Closing Date. The cost of such accounting firm shall be shared equally by the Seller and the Buyer. The Buyer shall cause the Company and its Subsidiaries shall to furnish information to Pro-Fac the Seller as reasonably requested by Pro-Fac the Seller to allow Pro-Fac the Seller to satisfy its obligations under this section in accordance with past custom and practice. The Company and its Subsidiaries and the Buyer shall consult and cooperate with Pro-Fac the Seller as to any elections to be made on returns of the Company and its Subsidiaries for periods ending on or before the Closing Date. The Buyer shall cause the Company and its Subsidiaries to file income Tax Returns or shall include the Company and its Subsidiaries in its combined or consolidated income Tax Returns for all periods other than periods ending on or before the Closing Date.